


I'll Warm You Up

by a_lost_boy



Category: Stranger Things (TV 2016)
Genre: A few instances of me trying to be funny, Angst, Consensual Underage Sex, Cuddles, Fluff, Fluff and Smut, He just wants to help, Homophobic Language, Hugs, Internalized Homophobia, M/M, Mike is a good friend, Period-Typical Homophobia, Shameless Smut, Smut, You Have Been Warned, even though i'm not
Language: English
Status: Completed
Published: 2018-10-13
Updated: 2019-05-19
Packaged: 2019-08-01 08:42:15
Rating: Explicit
Warnings: Underage
Chapters: 6
Words: 41,342
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/16281296
Author URL: https://archiveofourown.org/users/a_lost_boy/pseuds/a_lost_boy
Summary: After the exorcism of the Mind Flayer, everything goes back to normal for the residents of Hawkins. Even the ever-troubled Will Byers seems to be okay. But that's all a facade. He's still struggling, maybe more than ever, and Mike is the only one that sees it. What lengths is Mike willing to go to in order to help? You'd be surprised.





	1. Chapter 1

**Author's Note:**

> Okay, so, I cannot stress this enough, but this fic contains very underage, very explicit smut. If that's not something you're comfortable with, here's your warning. 
> 
> That being said, there is some really cute fluff first. And there is a bit of a plot. But yeah, basically I didn't think there was enough Byler smut, and this is what I came up with. 
> 
> Again, Mike is 14 and Will is almost 14, so if you're not comfortable with that, please don't read. Set soon after Season 2. For the rest of you, enjoy!

Will Byers was good at a lot of things - you just had to look closely to see some of them. He was kind, loyal to a fault, an incredible artist, and had a super sneaky sense of humor that could really take you by surprise. But he was also an expert at hiding when he was in pain. He did that a lot, not wanting to worry his friends and family. He felt he had put them through enough in the past two years already, he didn't need to give them another reason to hover over him. So in the months following the exorcism of the Mind Flayer, he slid on a fake smile, went back to school, and pretended that everything was back to normal.

His act was convincing. His mom quit worrying _quite_ so much, even if that only meant asking him how he was feeling just three times per day instead of the usual ten. Jonathan was able to turn most of his attention back to finishing his senior year of high school and preparing for college. And the rest of the Party, while still protective of Will, finally quit treating him like he was going to disappear again if they took their eyes off of him for just one second. Yes, his act was convincing, and it had everyone fooled - everyone except for his best friend, Mike Wheeler.

Mike had noticed that whenever Will smiled, it never quite reached his eyes. That all of Will's laughs rang just the tiniest bit hollow. That whenever Will thought no one was watching, the hint of a worried frown managed to always work its way onto the boy's face. Yes, Mike noticed it all...and he was determined to get to the bottom of it.

He had kept quiet about it, thinking that Will just needed some time to recover from his trying ordeal. But winter had came and gone, and with it the Snowball, where Mike had kept his promise and danced with Eleven. But they decided it was best to just be friends for now, while she concentrated on trying to catch up with her studies and, well, everything else. So that left Mike with ample time to put his plan into action. Spring had arrived, and it was only a few weeks before Will turned 14 that Mike decided that this had gone on long enough.

"Hey Will," he said, tugging at the boy's elbow as the Party finished up lunch one day. "Can I talk to you for a second?"

"Um...okay?" Will answered, a little confused. But he followed the older boy into the hall anyways, waving goodbye to their friends, telling them he would see them in class. 

"So, I was wondering if I could come over and stay the night tonight," Mike said once they were alone.

"Sure, Mike, it's Friday. My mom won't care. But why did we have to be alone for you to ask?" Will said, a bit puzzled.

"Oh...it's just I kinda wanted it to be just us tonight, but I didn't want the others getting jealous or anything. That's okay right? If we don't invite the others?" Mike was a little nervous that Will would sense something was up, but the boy just shrugged.

"That's fine with me. Wanna bring a movie? I'll get my mom to order us pizza," the shorter male grinned. 

"Sounds great," Mike agreed, smiling back. Even at half of its actual luster, Will Byers' smile was contagious. Just then the bell rang, and the two headed off to class chatting with one another. All the while Mike was determined to find out what exactly was going on with his friend tonight.

\--------------------

The night went pretty well - Mike brought over the Princess Bride (a movie they both loved), and the pizza was delicious. But even though Will's smile was still fooling his mom and his brother, Mike could still sense it. The hollow nature of it all. But he waited until they were alone in Will's room, both having changed into their pajamas and gotten ready for bed. Will was wearing striped pajama pants with a matching, long-sleeved, button up pajama shirt. Mike was wearing pajama pants as well, with a black Star Wars t-shirt. It was well past midnight when they finally settled down. Jonathan had left awhile ago for his graveyard shift at his new job, and Joyce had gone to bed hours ago because she had a morning shift of her own that she needed to be rested for.

"So Will," Mike began, "there was another reason I wanted to stay over tonight. And I just want you to know, you can tell me the truth, about anything, you know that right?"

Will looked up at him from where he sat on his bed, slightly alarmed. "Uh, of course Mike, I know that."

The older boy nodded as he moved to sit down next to his friend. "Okay, I'm just going to be blunt about it then. Are you okay? Like...I know you hate being asked, which is why I don't do it often. And I hear you when you tell everyone else you are, but it just seems like you aren't."

"Mike, what?" Will laughed, trying his best to be casual. "What are you talking about?"

"That. That right there," Mike persisted, not willing to give up so easily. He had been expecting some amount of resistance. "That laugh. Your smiles. They don't feel as real as they did before. Listen, I know you don't wanna worry anyone, but I'm _already_ worried. I swear, I won't tell anyone else, but please Will...I have to know what's going on with you."

The tension in the room was thick as Will studied the boy in front of him, almost as if deciding whether or not to trust him. Finally he just let loose a long sigh and a tired smile appeared on his face. "I thought I was doing a good job of hiding it from everyone," he said simply, letting his head fall into his hands.

Mike let go of his own breath that he had been holding, both relief and dread flooding him all at once. "Hiding what, Will? Is...is the shadow monster not really gone?"

Will's head snapped up. "What? No, Mike, I swear. I wouldn't keep something like that a secret. That could end up hurting others, and I...I never wanna do that again. No, this is only affecting me, so I thought it didn't really matter."

"What? Will, of course you matter," Mike spluttered. "You're important too! You have to know that. Now...tell me, what's going on?"

The smaller boy nodded, taking a few seconds to compose himself. "It's just...ever since that _thing_ was inside of me, everything has just felt...well, like nothing. Nothing makes me happy anymore Mike. Nothing _feels_ good anymore. What used to be my favorite foods now have lost their taste. Movies and comics I used to love watching or reading, it now feels more like a chore to get through them. And I never really find jokes funny anymore, I mostly determine when to laugh based on everyone else."

Mike had listened all this time with growing concern before his friend finally fizzled out. "Oh my god, Will. That sounds awful," he replied, reaching out to cover the other boy's hand with his own. He was immediately startled by how cold it was. "Jesus, your hand is freezing."

"Yeah, that's the other thing," Will said bitterly. "I can never seem to actually get warm, no matter what I do. Warm drinks, hot baths, extra layers. They might work for a short period of time, but in the end I go right back to being cold. I've kind of just gotten used to it."

Will shrugged as he said that last line, trying to convince Mike, and maybe himself, that it was no big deal. But the older boy wasn't having it. The only problem was, he didn't really know how to help. How do you help someone when nothing feels good to them? 

"I'm sorry Will. I had no idea you were suffering like this," Mike said wistfully. Will just shrugged again, trying to play it off. A small smirk appeared on Mike's face as he got an idea though. "I've heard that Mike Wheeler hugs are great at warming people up."

Will scoffed as he shook his head. "Yeah, whatever Wheeler."

"I'm serious," Mike insisted, standing up and opening his arms wide. "If you're a non-believer, come see for yourself."

The younger boy eyed Mike suspiciously, almost thinking it was a joke. But Mike just stood there and waved Will in with his hands. Will hesitated a moment longer before standing and falling into Mike's embrace. Mike had always liked hugging Will - the height difference was such that the smaller boy fit perfectly, his head resting right in the crook of Mike's neck. And that's where he was now, curling in closer to Mike, his fists grasping tightly at the front of Mike's shirt.

Mike slowly began to rub circles into his friend's back, trying his best to channel all of his warmth into the touch. He grinned a bit when he heard a small sigh of contentment come from somewhere muffled in his shirt. As he continued his movements, he gradually began to feel Will's skin heat up under his touch, even through the boy's shirt. After a couple minutes, he pulled back, satisfied with his effort.

"There, how do you feel now?" he asked proudly.

"Actually...I feel better. A lot better. Thanks Mike." And Mike believed him. Because why else would Will's cheeks be flushing pink if not from a quick infusion of warmth?

"No problem, Byers. You can have all the Mike Wheeler hugs you want, all you have to do is ask."

This got a grin and an eye roll out of Will, and a chortle out of Mike. "I'll keep that in mind....thanks Mikey."

This time Mike was the one grinning stupidly. Will was the only one he ever let call him Mikey, but that was more back when they were kids. It got used very sparingly these days, but it always made Mike smile. The pair started to drag out Mike's sleeping bag from its spot in Will's closet and set it up. During the process, their hands touched again.

"You're still cold," Mike frowned.

"Yeah...I told you, the fixes are only temporary, they don't last long," Will replied as he smoothed the sleeping bag out on the floor. The gears in Mike's head began to turn, and before he realized what he was saying, he blurted out the first thing that came to mind.

"You know...Mike Wheeler cuddles are probably even warmer than the hugs," he said nervously, not making eye contact. He could feel his face flush a bit as he said it, but he didn't take it back.

"O-oh!?" Will said a little too loudly before clearing his throat. "Is that right?"

"Well, I mean, I think so anyways. There's probably only one way to be sure though." When Mike looked up and finally saw that Will's face is beet red and his eyes were practically bugging out, he started to back track. "O-only if you want to though Will! You don't have to at all of course. Uh...yeah. You know what, never mind, I'll just sleep down here like always. Just forget I said any -"

"Wait!" Will cut in, looking anywhere but at Mike. "I...I'll try it. I want to try it. If you're sure you don't mind."

Mike was sure his face was as red as Will's was now, but he couldn't back down, not now that Will had put himself out there like that. "Of course I'm sure," Mike assured him, giving his best attempt at a smile. He hesitated a moment before getting in Will's bed and sliding under the covers. "C'mere," he gestured, waving Will over. The younger boy visibly gulped before turning off his light, leaving the room bathed only in the light provided from his bedside lamp. 

"Uh, how do you wanna do this?" he asked, nervously climbing into bed beside Mike, being careful not to touch him yet.

"Well for starters, you're going to have to come closer than that," Mike cracked, earning him a small smile as Will scooted a bit closer. But not close enough, so the older boy sighed before boldly grabbing hold of his friend and pulling him half on top of himself. "There, that's better."

Mike was now flat on his back with the Byers boy practically laying on top of him. Will's head was buried in the crook of Mike's neck, just like it had been during their hug, but this was much more intimate. Will's left leg was thrown over Mike's abdomen, their chests pressed together at an angle. They were pretty much touching from head to toe, the thin layers of t-shirts and pajama pants the only thing separating them.

Will had pretty much frozen in place, almost afraid to move. Mike could feel the tenseness in his body. "Hey, Will, relax okay? You're okay with this right?"

"Y-yeah," his friend squeaked out. "Totally fine."

Mike frowned. He still felt cool to the touch, so he tried his trick from earlier, bringing his arms up to embrace the smaller boy, slowly moving his hands all over his back and arms. "Just try to relax buddy," he repeated, never allowing his hands to stop moving. He kept his breathing slow and steady, trying to get Will to mirror it as he let his hands dance all the way down to Will's lower back before bringing them back up to his shoulders.

Slowly but surely he felt the tension leave Will's body as the boy allowed himself to sink more and more into Mike's embrace. He flinched a bit as Will's cold nose nestled into his neck, but didn't stop his movements. After several minutes, the older boy was feeling almost uncomfortably warm himself, what with the mixture of two body heats under several blankets. But that was good, because he could feel Will starting to heat up too. Now if he could just get Will to sleep, he would be able to keep him warm all night and -

A sudden gasp came from Will as his head flew up from Mike's chest and he tried to pull away. But Mike had quite a good grip on him, and since they were tangled up so much, the smaller boy didn't have much success trying to break free. 

"Whoa, whoa, what's wrong Will, where are you -" Mike cut off his question himself, because that's when he felt it...something hard poking into his side. Mike's not an expert on human anatomy, but it could really only be one thing considering its point of origin was somewhere between his best friend's legs.

"Mike, please. Let me go," Will said frantically, and he looked so absolutely mortified that Mike complied with the request, unfolding his arms and allowing Will to roll off of the top of him. But he managed to keep a grip on the boy's wrist so he didn't flee completely.

"D-don't run away, Will," he stuttered, completely unsure of the right thing to say.

"Mike, I-I'm so sorry, I d-didn't mean to," his friend said, his voice breaking as his words came out in a jumble. He's trying his best not to look at Mike at all, instead choosing to stare at the ceiling while he tried in vain to bring his legs up and hide his very persistent problem. And even in the limited light, Mike can see the tears welling up in Will's eyes, threatening to let loose at any moment.

"Hey, slow down man. It's, uh, it's not a big deal," Mike replied, trying to keep his voice steady. "That just kinda happens sometimes is all. I understand."

Will just shook his head back and forth vigorously though. "That doesn't just happen. You probably think I'm a freak now. I swear, I didn't mean -"

"I _don't_ think you're a freak Will," Mike cut in, releasing Will's wrist and sliding down to hold his hand instead. "I could never think that about you."

"....yeah?"

"'Course not," Mike confirmed. There was a question that was burning in his mind though. A question that would probably be better if it went unasked. But maybe the heat was getting to his brain, because he heard himself asking it anyways. "So...like, did I do that to you? Were you thinking about me when, um, when that happened?"

Will's breathing, which had started to slow down a bit at Mike's confirmation that he wasn't a freak, picked right back up with that question. And there were no stopping the tears from spilling out this time. "M-mike...I...I'm so sorry, I didn't want you to find out this way. Well, obviously. I didn't really want you to find out at all. But...yes. I like you...as more than a friend. Y-you can leave if you want, we can make up an excuse, and I can get my mom to drive you home and..."

Mike's tuned out the rest of what Will was saying as his head spun with this new information - so much so he didn't realize he had let the silence linger on for too long. When he snapped back to reality, all he heard Will sobbing next to him, just whispering "I'm sorry" over and over and over again.

"Will, stop. You don't have anything to feel sorry for. I'm not mad, and I'm not going anywhere," he said firmly. The younger boy finally turned his head to make eye contact, his blurry red eyes breaking Mike's heart.

"You're not disgusted by me now?"

"What? No, of course I'm not Will. Just 'cause you have a crush on me? I think I'm a little more mature than that," Mike said, surprised at how steady his voice sounded. "Now, I'm not going anywhere. I...I told you we were going to warm you up right?"

Will's eyes grew wide as he shook his head. "Listen, Mike...I really, really appreciate that you don't hate me after this. But I think it might be better if you slept on the floor. I...I can't _cuddle_ with you in this condition."

"What if I helped you with it first?" 

Wait, what? Mike's face grew hot as he heard what his own voice just suggested. Will's head snapped over, his face looking just as shocked.

"Helped me!?" he squeaked. And his face looked so vulnerable, with just a shred of hope hidden in his features, that Mike couldn't have taken it back, even if he wanted to.

"Y-yeah, you know with..." Mike trailed off, gesturing vaguely to Will's crotch. Will looked stunned, so Mike continued. "Why not man? It's just one friend helping out another you know? And I really want to help you Will. I want to help you get back to normal...to feel good again. I need my best friend back. And I'm willing to do whatever it takes to do it."

Mike had to admit it wasn't the greatest speech. It wasn't _bad_ per se, but it didn't sound fully convincing, even to his ears. After all, it wasn't _really_ just one friend 'helping out' another. It couldn't be, not when one of said friends had a crush on the other one. Luckily though, Will didn't seem to need much persuading. The two boys locked eyes before Will gave a very subtle, almost imperceptible nod. 

"Yeah?" Mike asked, a little shocked.

"Yeah," Will choked out in a hoarse whisper. "Only if you're sure. Like really sure."

"Of course I am," Mike assured him, kicking the covers off of them both and sitting up on his knees next to the other boy, who was laying flat on his back. Will was looking up at him nervously, and Mike definitely couldn't do anything with Will staring at him like that. "Maybe just close your eyes? And try to relax, okay?"

The younger boy slowly nodded and closed his eyes, fidgeting nervously as he waited for Mike to start. Mike could see the still prominent bulge in his friend's pants, so he decided to not to waste any time. He had to act quickly before he lost his nerve. Will gasped as Mike gently palmed the front of his pajama pants, the younger's erection jumping at the touch. He slowly massaged it up and down, keeping his hand flat, using the same technique he had been using earlier on Will's back...well, except now it wasn't on his back.

Growing bolder, Mike found his friend's shaft through the thin layer of fabric, gently curling his fingers around it. He gave it a firm squeeze, eliciting a hiss from the boy underneath him as he gave it a few experimental strokes.

"Mike....please..."

The older boy understood immediately, moving his hands to the waistband of Will's pajama pants, hooking his fingers inside. Will was all too ready to help him, lifting his hips off the bed as Mike slid down his pants and underwear all in one go, down past his knees. The older boy gulped as Will's erection sprang free, lightly slapping against his own stomach. Yeah, he had seen Will naked on a fair number of occasions in changing rooms (either for gym class or at the local swimming pool) but this was certainly different. And Mike couldn't help comparing what he was seeing in front of him to his own equipment.

With a blush, Mike noticed that Will's member was not that much smaller than his own, at least in length. Last time he had measured (yeah, so what, all teenage boys do it, sue him) he had been _just_ shy of five inches. He put Will's at probably four and a half, though not quite as thick as his own was. As his eyes trailed down the shaft to the pubic area, he saw that Will still appeared to be completely smooth, which wasn't shocking. Mike had only started to grow a little hair there himself in the past four months. 

Will began squirming anxiously, making Mike realize he had just been staring at his friend's exposed form without comment for longer than necessary, probably making Will very uncomfortable. His eyes were still closed obediently, but his mouth started to open, probably to tell Mike he could still back out if he wanted or something. But Mike had come too far already to back out anyways, so before Will could say anything, the raven-haired teen shot his hand out and gripped Will's length firmly, causing the younger boy's mouth to snap shut in surprise. Mike found himself smiling a bit at the small noises the boy made below him as he slowly pumped his grip up and down.

Mike kept this rhythm up for close to a minute before he saw Will actually begin to relax. The smaller boy kicked his pants the rest of the way off of his ankles, allowing him to spread his legs further apart, giving Mike all the access he needed. Will was leaking a good amount of precum now, so Mike daringly swooped his thumb over the head of his friend's dick, spreading the sticky substance as he went. That earned a full blown moan from the younger boy, bringing Mike back to reality a bit.

"H-how's that feel Will," Mike asked haltingly, noting it was the first time either of them had spoken since he started.

"It feels...nice Mike. Really nice," Will answered breathily. Mike frowned though. He didn't want Will to feel 'nice' - he wanted him to feel _good_. Before his mind could catch up with what his body was doing, he found himself throwing a knee over Will's torso, straddling the boy. 

"M-mike? What are y-" 

The rest of Will's question never got to be asked, because his mouth was suddenly covered - by the mouth of his best friend. Will's eyes finally flew open as Mike connected their lips, shock covering every inch of his face. But as shocked as Will was, Mike was probably even more dumbfounded. He hadn't actually gone through the thought process of 'yeah, let's kiss Will right on the mouth, that's a good idea'. His body had just kind of acted, caught up in...whatever it was they were now doing. And it must be that very reason that Mike felt himself taking advantage of Will's partially parted lips by sticking his tongue into his friend's mouth.

Will's hands, which had been down by his sides, tightly gripping the bed sheets this whole time, fairly flew up to Mike's shoulders. At first, the older boy thought he was going to push him off. But instead, the opposite happened, with Will's hands fisting into the back of Mike's t-shirt, pulling him ever closer until their entire bodies were pressed together from head to toe. Will tasted like Mike probably tasted - strongly of the same mint toothpaste that was sitting in the Byers bathroom. But as the older boy swirled his tongue around, feeling Will's own tentatively begin to join it, there was something else there too. Something that was underneath the strong mint flavor - and that something was Will.

When the pair parted, they were both gasping for breath, eyes locked with one another. Mike could feel Will's hardness pressing into his stomach where it was sandwiched between the weight of their bodies.

"Mike," Will tried to speak again, "w-what was th-"

But again the smaller boy's question was cut off by Mike's lips attacking his own. Mike didn't feel much like talking at the moment. He was on a mission to make Will feel good, and if the boy's trembling was any indication, it was starting to work. Mike moved his lips off of Will's, starting to kiss along his defined jaw line, all the way back until he reached his earlobe, giving it a playful nip. Will moaned again as he threw his head to the side, exposing his neck, which Mike took calculated advantage of.

He immediately buried his face in Will's neck, inhaling deeply. Will had always been the cleanest member of the Party, taking his personal hygiene very seriously. He almost always had a clean, soapy scent to him that was very nice to be around. But even after a long day of play, or the morning after a sleepover, when the smells of soaps and deodorants had faded, Mike had never minded Will's natural scent either. In fact, he had often thought it was rather pleasant. Currently, Will was somewhere in between the two now, the sharp, clean scent of Dove soap belied by only the slightest hint of a gentle, sweet musk - and it was driving Mike insane.

He chose a point on Will's neck, just to the right of one of his beauty marks, and began sucking harshly. Will hissed and squirmed some more, his hands coming up to tangle themselves gently in Mike's hair, pulling the older boy further in. Mike was all too happy to acquiesce, dragging his tongue along Will's neck, moving lower and lower until he reached the collar of his pajama shirt. The dark-haired teen growled in frustration as he momentarily sat up to rip Will's shirt open, pulling the offending piece of fabric out of his way and exposing all of his friend's chest and torso.

Mike dove back down, attacking Will's collarbone with his teeth. His friend gasped lightly at the soft bite which Mike quickly covered with a gentle kiss. He felt Will's erection twitching wildly against his stomach, so as he moved down the smaller boy's chest with his mouth, alternating between sucking and licking, he also snaked his hand between their bodies, grasping Will's neglected cock once more. Will let out a whine as Mike reached his chest, taking a nipple into his mouth without hesitation, flicking his tongue over it back and forth. He was vaguely aware of Will desperately pulling his shirt the rest of the way off and flinging it somewhere across the room.

As Mike traveled across to give the other nipple the same treatment, his hand still slowly stroking Will's length, he felt hands tangle in his hair once more, this time gently (almost imperceptibly) pushing him further down Will's body. So down Mike went, his mouth burning a trail to the flat expanse of his friend's stomach, Will's scent getting stronger and stronger the lower he went. It was about when he reached Will's navel that it hit him. This was working. Will's skin was practically burning up under his touch, the previously existing chill having been driven away. 

That was great and all, and Mike was glad it was having the desired effect, but things had reached a serious checkpoint here. He had just reached Will's waistline, and as he pulled back a bit, he realized his best friend's cock was suddenly right in front of his face. Now, Mike knew what a blowjob was - 8th grade locker room talk was very informative, with countless teens bragging about their supposed conquests with various girls. But he hadn't exactly planned on going that far when he had offered to help Will with this problem. But there was something mesmerizing about it, the smooth, cream-colored shaft that he still had in his hand. The pink head protruding from his fist. Precum was leaking everywhere by this point, a thin line of it running down his fingers. He was just about to take the plunge when he heard Will's voice above him, apparently having sensed Mike's hesitation.

"Mike," he panted, beads of sweat now dampening his forehead, "You really don't have to do th-"

For the third time in as many attempts, Will's sentence got cut off in the middle of it. Maybe he'll never finish another sentence again, who knows. But one could hardly blame him as the warm cavern of Mike's mouth engulfed the head of his cock for the first time.

"AHHH!" Will let out in something just below a shout, his hands flying up to cover his own mouth.

Mike was certainly glad for Will's excellent hygiene at this moment. Really, the thought of it should be disgusting to him, putting that part of someone's anatomy into his mouth. But as he experimentally swirled his tongue around, lapping up the slightly salty substance, he came to the conclusion he really didn't mind it at all. He could never imagine himself doing this for _anyone_ else, but he actually rather liked it, providing such pleasure to his best friend. He didn't realize how much he liked it until he settled himself properly between Will's legs, laying flat on his stomach, looping his arms under Will's slightly upraised thighs. The sudden friction of the mattress alerted him to a very interesting fact - Mike was hard as well.

And not just hard, painfully, achingly hard. So hard he let out a moan himself as his cock pressed into the bed (or as much of one as he could with his mouth currently full). When the fuck had _that_ happened? This was supposed to be about helping out Will, not getting himself off. Slightly annoyed, Mike ground down into the mattress, gaining some much needed friction so he could concentrate on his current task. He removed his hand from Will's length and started moving his mouth down his cock, feeling the hard flesh slip smoothly past his lips.

He made it to the base pretty easily, Will not being quite long enough to gag him. He paused there for a second, letting the sensation take hold of him. The taste, the smell, the feel. He felt like he was almost drowning in Will - and he couldn't get enough of it. He brought his lips back up so that only the head was remaining in his mouth before plunging back down to the base again. As he repeated the motion over and over, his head bobbing up and down with growing speed, he noticed Will's breathing getting more and more ragged. The smaller boy's stomach was caving more and more with every breath.

Mike began to notice the faintest of tickles brushing against his nose every time it hit Will's pubic area. Now that he was this close, he noticed that Will wasn't _completely_ smooth there after all, as some barely-there light-colored peach fuzz was starting to grow. He didn't have much time to contemplate this though, as Will's hands were in his hair again, though instead of just weaving gently through it as before, this time he was tugging a bit. Pulling even. But he wasn't trying to pull Mike off of his cock. No, that couldn't be it because that would be awfully hard with Will's legs locking around his head, firmly holding him right where he was.

His thighs had come up to tightly squeeze around Mike's head, effectively covering his ears. Mike knew what was coming - Will's whole body was practically shaking now. He suddenly realized that he was surrounded on all sides by the smaller boy. Will was everywhere - in front of him, behind him, around him, _inside him_. And if Mike hadn't been drowning in Will before, he certainly was now. With one last suck he felt the boy go taut underneath him and then explode into his mouth. He had no idea if Will had yelled or not when he came, as his ears were still currently covered, but he had more important things at the moment than to worry about getting caught. 

One. Two. Three. Four shots, Mike counted, spurted into his mouth. They weren't exactly massive, but they were enough that Mike had to quickly make the decision to swallow or choke, since he still couldn't move. He chose the former, the salty liquid feeling weird as it went down his throat. While it wasn't really his favorite thing in the world, it wasn't exactly unpleasant either. He'd have to do some more thinking on this later. Will _finally_ unclenched his thighs and began to loosen his grip on Mike's hair as the older boy continued to gently suck him through his orgasm.

Eventually, Mike was finally able to release Will's softening cock with an audible 'pop', and sit up on his knees. He began to wonder if that was a mistake though, as he took in the sight directly below him. Will was splayed out in front of him, arms over his head, legs spread apart, completely spread eagle, and he looked absolutely _wrecked_. His breath was still coming in short gasps, his hair spilled out messily onto his pillow, and his face flushed in an absolutely beautiful light red color. 

He was exposed, every part of him, open without secrets. Mike had never seen anyone look so pliant and vulnerable before, like they were offering up their whole being to you. Like you could have whatever you wanted, all you had to do was ask. Whatever you wanted -

Just like that, Mike bounded off the bed, heading for the door. This caused Will to regain his senses, at least somewhat, as his post-orgasmic glow gave way to intense worry. "M-mike? Oh my god, I'm so sorry ," he stuttered, just as the older boy had reached the door. "I...shit, I d-didn't mean to do that. Y-you had to swallow, didn't you? I'm sorry, I lost control, and -"

"Will, calm down," Mike said, looking over his shoulder. "I'm not mad, I promise. I just have to go brush my teeth again, cause of...well, you know."

"R-right. Okay. Yeah. Yeah, of course," Will replied, not looking entirely convinced. But Mike couldn't linger any longer, he had to get out of there... _now_.

After a quick look assured him the hallway was still empty, three long strides took him across the hall to the bathroom. As soon as he shut and locked the door behind him, his pants were around his thighs, his erection screaming in relief as it finally got the release it had been begging for. He wrapped his hand tightly around his shaft, and in only three quick strokes, his body was wracked by the most violent orgasm he had ever had in his young life. His legs trembled as he shot rope after rope of cum into the bathroom sink, bracing himself against the wall with his free hand.

Mike literally had to wait for his eyes to refocus as he came down, his breathing slowly returning to regular. When he was finally able to see straight, he looked in the mirror at the boy in front of him. His hair was a wreck, waves and curls falling in every direction, including into his sweat-streaked face. His cheeks were red, his lips puffy and swollen, his chin smeared with saliva, sweat, and who knew what else.

"Shit," he muttered aloud. That was...intense. He knew that image of Will, all drained and sated, would be locked into his mind's eye forever. He had had to leave that room when he did. Otherwise, he didn't know what he would've done to the boy beneath him.

He quickly cleaned himself up, tucked himself away, and then washed his hands, face, hands again, and brushed his teeth. He gave a half-hearted attempt at trying to smooth his hair down at least a bit and, after making sure the sink had no leftover traces of his explosion, left the bathroom looking somewhat presentable. He hurried back to the room, because he knew what was happening in there. And just as he predicted, he walked in to find Will sitting up in bed, head in his hands, visibly upset. But his gaze snapped up to greet him all the same.

"Mike!" he squeaked. "You're back!" he had pulled his underwear and pants back on, but his shirt was still missing.

"Of course I'm back," the older boy scoffed in response. "You thought I ran away? In my PJs?"

Will just shrugged, looking insanely worried still. "I wouldn't have blamed you. After what I made you -"

"Stop right there," Mike cut in firmly. "You didn't make me do anything. I offered and it seems to have worked, no?" he walked up to his friend and grabbed his hand, relief flooding him when he felt warmth radiating from it. "See...warm. And did it....I mean, you said nothing felt good before...but how was that? Did I make you feel -"

"Good?" Will asked, finally allowing a grin to break through his worried facade. "Mike, that was...the most amazing thing I've ever felt in my life. You, uh want me to....I mean, if you ever want me to pay you back...shit. Never mind I'm making this weird again and -"

"Maybe I'll let you owe me one," Mike said with a twinkle in his eye, unsure himself if he was really joking or not. A yawn escaped his mouth, causing Will to follow suit. "Anyways, I'm good for tonight, really. I am dead tired though, so if there's still room in that bed for me..."

Will just looked at him incredulously before scooting over. "There's always room in this bed for you, Mikey."

The older teen flushed at the nickname before crawling in bed next to his friend. Will seemed to be taking caution to stay as far away as possible though, but Mike was too tired for any awkwardness. He wanted to sleep. He quickly snaked an arm around Will's torso and pulled him close. "So we don't lose any of the positive effects we just achieved," he explained hurriedly. 

"R-right. Of course," Will replied. "Well...good night Mike. And really...thank you. For everything. I'm not sure how I'd survive without you."

The sentiment tugged at Mike's heartstrings as he pulled Will even tighter, pressing his own chest into his friend's back. "Luckily, you'll never have to find out."

Within minutes, the pair had fallen into a deep slumber that wouldn't be broken until nearly noon the next day. When Joyce looked in to check on them in the morning before she left for work, she found them in the same position - the two of them tangled up together in Will's bed, Mike's arm slung almost possessively over Will's frame. The scene certainly caused her to quirk her eyebrow, especially when she saw Will's bare shoulder protruding from under the blanket. But she didn't say anything, because the first genuine smile she had seen in ages from her baby boy was plastered firmly on his face, even as he slept.

**Notes for the Chapter:**

> So yeah, there we go. Comments and thoughts are appreciated. I do have some ideas for a second chapter if there's enough interest...


	2. Chapter 2

**Notes for the Chapter:**

> Me: Ugh, I can't believe that first chapter was over 6,000 words long. I hope that wasn't a chore to read.  
> Also me: Hey, let's follow it up with an 8,000 word chapter!
> 
> I blame all of you for this. Really, this was kinda supposed to be just a throwaway smut story with a little fluff added in. But I got such nice comments and positive feedback, y'all made me turn this into a full blown story. Complete with feelings and shit! So yeah, enjoy below. There's not as much smut in this chapter, but there is some. And I plan on having at least one, if not two more chapters after this. So don't worry, more smut is coming. But for now, enjoy the angst.
> 
> Again, warnings for this chapter include underage smut. Also, major internalized homophobia and homophobic language.

In the days and weeks following his and Will's late night activity, Mike Wheeler had two very separate and well-defined freak outs.

The first one started the very next morning, as he woke up with his best friend wrapped up in his arms, their legs tangled under the sheets, his chest pressed firmly to Will's back. The smaller boy was still sleeping peacefully, but Mike was confused. Very confused. Why was he in bed with Will? And...so close together? This wasn't how friends slept, not even close friends. And then the memories started flooding back to him. Memories of what exactly happened last night. And then the panic set in.

_Oh my god, oh my god, oh my god. What the fuck did I DO? What the FUCK was I thinking?_

He was just about to extricate himself and jump out of the bed, but that's when he felt Will's steady heartbeat. The skin of Will's bare chest was still warm to the touch under Mike's hand, causing the older boy to remember exactly _why_ he did what he did last night. And that calmed him, if only for a moment...but still though, he had to get out of this bed.

Very carefully, so as to not wake up his friend, he snuck his way out of the bed. Once both feet were on the floor, and he felt he could actually take a minute, the raven-haired teen took a deep breath and looked down at the scene in front of him - Will's chest rising and falling rhythmically as he slept peacefully in his bed. Oh god, Mike was never going to be able to look at that bed the same way again. He might not be able to ever look at _Will_ the same way again.

The older boy shook his head violently at _that_ thought. He couldn't let this change how he felt about Will. He _wouldn't_. He just needed some time to sort this out is all. He'd just go home before Will woke up and work everything out, calling him later to make sure he knew everything was okay. Mike nodded to himself, pleased with his plan, and knelt down next to his backpack on the floor to grab it.

"M-mike?" he heard a voice say behind him. Without getting up, he turned and looked over his shoulder to see Will sitting up in bed, his face etched with concern which he tried to cover with a tentative smile. "Everything okay?"

That look told Mike that Will was on the edge of a breakdown himself, probably worried sick about how Mike was going to react to things now that it was morning. So the older boy changed plans on the fly.

"What? Of course it is, I was just..." Mike looked around to see Will's discarded pajama top which had landed near his bag when the younger boy had flung it off. "I was just grabbing this for you," he said, fixing Will with a firm smile as he tossed him his shirt. "Now, I don't know about you, but I'm hungry. You wanna eat some lunch before I go home?"

_________

As soon as Mike got home, he made a beeline for his room and flopped down on his bed. That didn't last long however, because as he laid there, bringing up his hands to rub his eyes, he realized he still smelled like the Byers house, like Will's bed, _like Will_. It wasn't unusual for the scent to hang around faintly after Mike slept over, and it was usually comforting. But today was different. It was strong - and it was suffocating. 

Mike jumped up and selected some clothes before racing to the shower. He was actually grateful for his brain to have something menial to think about as he soaped down his body. His mind had been racing all morning. He had managed, he thought, to pull off a pretty convincing act in front of Will of seeming like everything was okay. Of course the activities of the previous night were _not_ discussed - Mike didn't want to talk about it, not yet at least. And Will must have at least sensed that, because he didn't bring it up either. They just proceeded as normal, making small talk until Mike said he had to be getting home.

But yeah, ever since then his thoughts had been a jumble of 'did I really do that?', 'oh wow, Will is queer', 'what if someone finds out?', and 'does that make me a queer too?'. Mike knew he'd have to answer these questions eventually, but for now the steamy water and the familiar scents of his own shampoo and body wash gave him temporary relief.

Feeling refreshed and quite a bit calmer, Mike flopped down on his bed again, this time without panic setting in, and began to try to work his way through this, rationally. Okay, firstly, what did he know for sure? Well, Will was queer. His best friend since kindergarten was queer... _and_ he had a crush on Mike.

Mike's cheeks flushed a bit recalling the admission from Will. But he couldn't linger on that, because: 1, he didn't care if Will liked girls or boys, he was still Will; and 2, there were bigger issues at hand. Namely, what he had done to Will. Another boy. My god, he had kissed him right on the mouth, felt his tongue on his own, had Will's dick in his hand....and in his -

Well, that calm didn't last long as the raven-haired teen jumped up and began pacing frantically. Shit. Shit. Why did he do those things? Why the FUCK did he -

_"Nothing makes me happy anymore Mike. Nothing feels good anymore."_

Mike abruptly stopped pacing as Will's words came back to him. He could still _hear_ the slight break in his voice, the pain clearly evident as his friend recounted his months of torture. 

_His friend._ Mike remembered having to explain to Eleven the concept of what a friend even was when they first met her.

_A friend is someone you'd do anything for._

"Anything," Mike said aloud, his breathing returning to normal. When he had explained that to El, he certainly didn't have what he had done for Will in mind. Not even close. And he couldn't imagine doing that for any of his other friends. But Will wasn't just his friend...he was his _best_ friend. And he had been suffering. And if what Mike did helped him get back to normal...then he could probably deal with it. He'd have to.

"Yeah, I can do this," he muttered to himself firmly, nodding his head. The one thing that he absolutely knew at this point was that he couldn't allow this to change things between him and Will. Mike was the one who drove all the action and insisted on helping Will. And it would break Will's heart if he knew that Mike was melting down like this. If this put up a wall in their friendship, Will would blame himself - and that was the one thing that Mike was not going to allow. 

He could do this. He just had to act normal next time he saw Will. The teen suddenly gasped as he realized that moment would be sooner rather than later - the Party had a get together planned for tomorrow afternoon. And Will would be there.

__________

Sunday afternoon hangout sessions were pretty normal for the Party. Kind of the last chance to unwind and relax before facing the harsh reality of another school week. Hopper even let Jane, as she was going by now, join them most weeks. This week they had decided to meet for burgers at around 2 before going to the arcade for a couple of hours. The rest of Saturday had been a blur for Mike as he tried to keep his mind occupied with a hundred different tasks, because every time he stopped to rest, his mind wandered right back to the subject he was trying to avoid.

But now the time was here. He biked to the meeting place, knowing it was time to put his mettle to the test, see if he could really act normal around Will. See if he could save their friendship. The boy hopped off his bike and chained it up on the side of the diner where they kept the bike rack. He walked around to the front to see the rest of the Party already waiting outside - and there was Will. His back was to Mike, as he was listening to a very animated story that Dustin was telling. The raven-haired teen froze in his tracks about ten feet away, his breath beginning to quicken. 

Shit. He couldn't do this after all. Why the fuck did he think this was going to be so easy? There was no coming back from what he and Will had done. Lines had been crossed, and there was no way to re-establish them. Mike started to turn around. No one had seen him yet, he could just leave. He'd make up something, say he was sick or -

The sound of brilliant laughter cut off Mike's spiraling thoughts, as Dustin had reached the punch line to his story. The whole Party was sort of chuckling, but there was one sound that stood out clearly above all the rest. A sound Mike hadn't heard in so many months. A sound that suddenly made all of his troubling thoughts of a moment ago nearly disappear altogether. Yes, Will Byers' genuine, heartfelt laugh tended to have that effect on people.

"Oh," he thought to himself. "That's right. _That's_ what I did that for."

And in that moment he thought it had been totally worth it. 

Mike didn't realize he had gravitated towards the sound until Lucas called out to him. "Hey, there you are, we were getting ready to start without you."

Will turned, the smile still wide on his face, though it faltered a little as he made eye contact with the newcomer. "Hey, Mike," he said simply, just a touch of worry evident on his voice.

"Hey guys," Mike returned, using all of his willpower to keep his voice normal. "Let's head in, I'm starving."

The six teens piled in and Mike made sure to take his customary spot right by Will. The other boy looked a little surprised, but offered Mike a nervous smile nonetheless. Mike quickly returned it, giving Will a good-natured jostle with his elbow for good measure before turning his attention to the menu. The teens all ordered burgers and milkshakes when the waitress came over before breaking out into small talk focusing on comics, what video games they were looking forward to playing at the arcade, and the ever looming doom that was Monday morning.

Mike was shocked at how easily he was falling into his same old routine. He and Will didn't seem to miss a beat, whether gently teasing one another or teaming up to playfully go after one of their other friends. The hesitancy that Will had showed when Mike first arrived had all but vanished. And if there was any lingering doubt in Mike's mind, that he had done the right thing, it disappeared once he saw Will take his first bite of hamburger when their food arrived.

"Oh my god," he said loudly, catching the attention of everyone at the table. "This is so good."

The rest of the table, having already bit into their own burgers, looked at each other, puzzled.

"I mean, it's okay, Will. It's just a cheap diner burger though," Dustin claimed.

"But it's so much better today than normal!" Will insisted as he took another bite, closing his eyes blissfully.

"Mine tastes the same as ever," Max put in. "You're being weird Byers."

Mike knew she didn't mean anything by it, but he saw Will deflate a little at her comment, and well, he just wasn't going to have that. Not when Will had been so happy just a minute ago.

"Actually, I think they are better than normal today," Mike put in, chewing thoughtfully. "Maybe they changed cooks or something." To punctuate his point, he took another large bite with gusto. He saw Will brighten back up and shot him a wink. He was the only one who knew what Will had been going through - how delicious this burger must taste after months of not being able to taste anything at all.

So as he watched the smaller boy take a long, savoring drink of his milkshake, the last remnants of doubts were erased from his mind. He had done the right thing, and he didn't regret it - not one bit.

And thus, the first freak out of Mike Wheeler came to a rather quick and peaceful end.

After coming home from the arcade and finishing his homework that he had procrastinated on all weekend, Mike was pretty wiped out. He vegged out in front of the television with his dad for a bit (this was the only way Mike ever actually got to "spend time" with his father) before excusing himself and heading for bed. 

He brushed his teeth and changed into an old t-shirt and his favorite pair of pajama pants. They were light blue and quite well worn, but they were the most comfortable pair he owned, fitting him perfectly in all the right places. As he laid down and felt himself drifting off, the last thing that went through his mind before his eyes closed was Will Byers and that infectious smile that he had helped to restore.

_________

"Wiiillll, come on, let me see," Mike whined dramatically, giving his best pouty look to the boy who was sat on the other end of the couch in the Byers living room. "I've been sitting here posing for you for hours." 

Will just stared up from the sketchbook he was holding, raising an eyebrow in amusement. "Mike, it's been literally fifteen minutes. And you know the rules, no one can see my drawings until they're finished."

Mike huffed in annoyance. "Yes, we all know the dumb rule Will."

Will smirked a bit in response. "We can take a break and do something else," he replied, closing his sketchbook and throwing it on the coffee table. "I forgot what an impatient child I was dealing with."

"I-impatient _child_?" Mike spluttered, ludicrously. "Oh, is that so. A child am I?"

Both of them knew Mike wasn't really upset, as a mischievous smile pulled at the corner of his lips. Will just shrugged playfully, not taking his words back. 

"Well, Byers, would a child be able to do this?"

Before Will could move, Mike had lunged at him, knocking the boy backwards on the couch before attacking his ribs with his fingers. The smaller boy howled in protest, trying in vain to push Mike off, but the older boy had the element of surprise on his side, and by the time he had finished, Will was a shrieking, giggling mess, tears of laughter pouring down his cheeks. Mike finally relented and stood up, looking down at his friend with a superior smirk.

"Crying, eh? Who's the child now, Will?"

His friend took several deep breaths to recompose himself, wiping his tears away with a shirt sleeve before fixing Mike with a determined look. "You're _dead_ Wheeler."

Mike took off like a shot down the hallway, but the thing about the Byers house was, there weren't a lot of places to run. He didn't dare go into Jonathan or Joyce's room without permission, so he found himself skidding into Will's bedroom. He looked around wildly, but of course there was no other escape route. He spun around just in time to see his friend enter the room behind him, the solemn look on his face betrayed by the hint of a smile rising on his lips.

"Nowhere to run now Wheeler. Any last words?"

"Ummm, I was framed? It was an accident? I'm sor -"

Mike's tongue-in-cheek apology was cut short as Will lunged forward, unexpectedly tackling the larger boy onto the bed. Will, knowing Mike's weak spot, pressed his advantage and dug his fingers into Mike's neck. The raven-haired teen let out a screech, valiantly trying to press his chin down to his chest and protect his neck. But Will was relentless, hell bent on exacting his revenge. Just when he thought it was going to go on forever, Will adjusted his weight slightly and Mike saw an opening, using it to grab hold of Will's torso and flip them over, using his body weight to pin the other boy down.

"Jeezus, you almost killed me Byers," he complained, panting hard, still giggling slightly as he stared down at his friend reproachfully.

"Don't start anything you can't finish, Wheeler," Will shot back, forcing his own bouts of laughter back. Both were out of breath, breathing deeply, and Mike was just wondering if he should get some further payback when he realized the position they were in.

They were back in _that_ bed again, Will flat on his back, looking up at Mike with those big eyes and full lips, their bodies pressed together. And suddenly revenge was the furthest thing from Mike's mind. All he wanted was one thing. He slowly lowered his head down, intent on capturing Will's lips with his own. But he felt hands on his shoulders, holding him where he was.

"M-mike...what are you doing? I thought...I thought you did what you did before because you felt sorry for me. I thought you liked gi-"

"Shhh....Will, it's okay, I promise. I want this too," Mike said softly.

"A-are you sure?" Will squeaked timidly. Mike nodded, but Will must not have believed him. "Really, _really_ sure?"

"Yes, Will. This sure," Mike responded, closing the gap between them and planting a soft kiss on his friend's lips. It was only a brief one, lasting but a few seconds before he pulled back to assess the other boy's reaction. The shock he saw on Will's face was expected - the lust and determination that kicked in a second afterwards? Not so much.

"Okay, Mike. If you're sure."

With no warning, Will rolled them again, landing on top of Mike heavily. Mike briefly wondered how he managed to do that so easily, but his thoughts were soon back to other matters as it was now Will who was leaning down and connecting their mouths. And there was nothing gentle and short about this one, the smaller boy's tongue invading Mike's mouth at the first opportunity. Mike moaned and tried to bring his hands up to caress Will's face, but they were both caught halfway there by Will's own.

"You just stay right where you are, Michael. I'm running things now," he commanded, breaking away from the liplock briefly. 

The older boy felt a thrill course through his body as Will interlaced the fingers of both of their hands, stretching them far above Mike's head. All obstacles clear, Will lowered his lips back to Mike's in a rough, bruising kiss. Mike groaned and struggled futilely to break Will's grip, to try to regain some semblance of control here (when did Will get so _strong_ ). But as his friend lowered his full body weight down onto him, making him painfully aware of both his and Will's throbbing erections, Mike realized maybe he didn't want control back after all.

Will ground his pelvis down harshly into Mike's, causing a moan to escape the raven-haired teen's lips. "Hmmm, you like that, huh?" Will panted out, his breath hot and heavy against Mike's face. Without giving him a chance to respond, Will repeated the motion, thrusting their clothed members against one another over and over.

"Will, please," Mike was finally able to choke out. His friend took pity on him as he finally released his hands and sat up, straddling Mike's thighs. The tent in Will's own shorts was painfully clear, but the brown-haired boy was clearly more interested in the bulge showing in Mike's jeans. He cupped it gently before apparently deciding he was done waiting, and ripped open the button and dragged down the zipper in one movement. 

Mike watched as Will rose up on his knees in order to pull Mike's jeans down past his thighs, causing the older boy a sigh of relief as his cock was released from its constricting denim prison, leaving only his underwear as a barrier. Mike thought that those would follow directly after, but apparently he was wrong. Will bit his lip lustfully as he carefully traced the shape of Mike's length with his hand, before scooting up Mike's body and settling himself down with the weight of his ass on the older boy's groin.

"Fuck...Will," the raven-haired teen breathed out as he felt his friend start grinding back and forth on his member, only separated by the thin layers of fabric that were Will's shorts and his own underwear. "Mmmmm, that feels amazing, don't stop."

He didn't have to worry about that though, because it appeared Will had no intention on stopping. He picked up speed as he continued rolling his hips, moaning as he tilted his head back, eyes closed in a picture of bliss. Even through the layers of clothes, Mike could feel the length of his cock sliding up and down the crack of his friend's ass. "Shit...Will, I'm gonna -"

Mike whimpered as the movements came to an abrupt halt. Will lowered his head back down to capture Mike's lips once more. "Not yet, Mikey," he whispered seductively before sitting up once more and pulling the older boy's underwear down, finally freeing his erection. Mike could hardly bear to look, yet at the same time he couldn't tear his eyes away as Will slowly licked a long, wet swath across his own palm before reaching down and grabbing Mike's shaft.

The older boy hissed at the first skin to skin contact that anyone had ever made with him down there, Will's spit-slicked hand sliding easily up and down his length. He felt his hips jerking up of their own accord, desperately thrusting into Will's fist. He was lost in the feeling and knew the end was coming soon, with any little thing likely to put him over the edge. And it seemed his best friend was more than willing to provide that, as he slid down Mike's body and took the tip of his throbbing cock into his mouth...

________

"AAAAAAAAAAHHHH!!!"

Mike woke up from his fevered dream with a choked scream and immediately cringed at the warm, gooey mess that was pooling in his pants. But that discomfort was nothing compared to the idea that he was finally forced to admit to himself. The thing that the dream had made perfectly clear. 

He had liked it. 

He had _liked_ doing those things to Will. Just doing it to save his best friend from endless torture? That was one thing. But...actually liking it? Maybe even wanting to do it again? To do _more_? Well, that was something else entirely. 

He sighed and carefully got up out of bed, noting with a frown the large wet spot now staining the front of his favorite pajama pants, the dark area standing out clearly against the light blue material. He would have to hide that and wash those himself tomorrow, but as for now he was too exhausted. He noted that thankfully the mess had been contained in his pants and not spread to his sheets, so after changing his pants and underwear, the troubled boy wearily climbed back into bed. And this time as he fell asleep, he willed his mind to think about anything other than Will Byers.

_____________

Mike's eyes were heavy with sleep as he entered Hawkins Middle School on Monday morning. That would suck under any circumstance, but especially for today, when he should be in top condition. Today, when he had to be ready for anything. Today...when he still didn't have a plan for how he was going to act around Will. 

The whole situation had left him flustered and unsure of his own feelings, which was very unsettling for Mike. He had always worn his heart on his sleeve, sure of what he wanted and not afraid to let it show. But now? His emotions felt like an ever-spinning roulette wheel totally out of his control, and all Mike could do was watch and wait to see where it landed. Did he like Will back in _that_ way? Did he like the way that Will dominated him in the dream? Did that make him queer? 

He had thought a good deal on the subject during his fitful night of sleep, and he had come to the troubling conclusion that he had always kind of found Will cute. But cute in the way you'd find a puppy or a mascot. Yeah, a mascot. Will had always kind of been the mascot of the Party. The smallest, the youngest, the most endearing. But now Mike was left to wonder if he thought Will was more than 'mascot cute'. Did he actually find his best friend attractive in a romantic fashion?

"Outta the way, cocksucker!" 

Mike's heart nearly jumped into his throat as he heard Troy's voice bark behind him in the hallway. His head fairly flew around as panicked thoughts ran threw his mind. 

_He knows! How does he know!? There's no way!_

Luckily, as Mike found out, he wasn't the target of Troy's wrath this time, as he saw him shoving some other poor soul out of the way. But the way Mike had reacted had drawn the bully's attention.

"What's wrong Wheeler? Thought I was talking to you? Not this time, fag," Troy barked with laughter. Mike felt his face heat up as he gave a half-hearted reply.

"Fuck off, Troy." Apparently the other boy had better things to do than to mess with Mike further, because he only answered with a sneer before moving along. However the whole experienced had unnerved Mike quite a bit. He had already been unsure what his interactions were going to be like with Will after that dream. But now....

No one could find out. No one could ever find out about any of it. He had to make sure this whole thing stayed a secret forev-

"Mike? You okay buddy?"

Dustin's voice pulled Mike back towards the present and he looked up to see the curly-haired youth looking at him questioningly. "Yeah, fine, Troy's just being a douche."

"Ah, what else is new, right? Come on, I think everyone else is waiting."

The pair went to the Party's normal meeting spot in the corner of the cafeteria. Max and Lucas were there, with all the enthusiasm of a man on his way to the electric chair. "Please tell me who thought it was fair to make the week five days long, but the weekend only two?" the redhead groaned.

"Whoever it was didn't die a death that was painful enough," Dustin agreed readily.

"Where is Will?" Lucas asked, eyes scanning the crowd. "We need his energy."

Will had long since been the sparkplug of the Party in the mornings, his infectious positive attitude providing a much needed mood lift in moments like these. That fact amazed Mike even more now that he knew Will had been faking it for the past couple months.

"Ah, here he comes," Max stated in relief as she saw the small boy shuffling towards them. 

"Hey guys, what's up," he greeted them cheerily with a smile.

"We need you to help this morning suck just a little less," Lucas pleaded, earning a laugh from the Byers boy.

"I'll see what I can do," he said with a grin as he settled into his customary place in their circle, right next to Mike. And why wouldn't he? He probably thought everything was alright between him and Mike after yesterday's hangout at the arcade. After all, Mike had acted like everything was normal. But that was before his dream - things were different now. Mike couldn't help looking at his best friend's features, studying them as if he were going to be quizzed later. And all of his senses were honed in on the small spot where Will's shoulder was brushing against his, and he swore he could feel the heat burning from it.

But he could still hear Troy's ugly insults from earlier. He could practically see the look of disappointment on his mother's face if she found out, the disgust on his father's features as he threatened to kick Mike out. No...no that couldn't happen. That's not who Mike was. Mike was not a queer. He didn't have anything against them, but...that just wasn't for him. It couldn't be. So he did the only thing he could in that moment - Mike Wheeler pulled back.

Not a lot - just a half step, a full step at most. Enough so that he and Will weren't physically touching anymore. It was so minute of a movement, no one in the Party even noticed, but it gave the older boy some much needed relief. He glanced down at Will to make sure he didn't sense anything, but he was still happily telling some joke he had heard earlier, lightening the mood of his friends considerably, just as always.

This was fine, Mike thought to himself. He'd just...pull back a little. Just pretend the whole thing never happened, and put some distance between them. Not enough to hurt Will, but just enough so that the lines were clear. And everything else would work itself out. It had to.

________________

And so that's exactly what Mike did. Slowly, imperceptibly, he started drawing back from his best friend in small ways. He would still sit next to Will at lunch of course, but he made sure there was ample space between their chairs. That their elbows never happened to knock into one another while they were eating. 

Hugs were rarer than before, reserved only for special moments of celebration or victory after a challenging D&D campaign. And even then Mike made sure that they were brief and that everyone got one, so that Will's didn't feel out of place.

Will didn't ask him to sleep over anymore, and Mike was glad, because that would've been harder to find an excuse for not going. He still had Will over for sleepovers at the Wheeler house though - but only when Dustin and Lucas could make it too.

Months passed in this fashion, and everything seemed to be going fine. Will still seemed happy enough, and school _finally_ let out for the summer. Sometime in mid-July though, a problem came up. Joyce was going on an overnight trip with Jonathan to visit a nearby college, and asked Mike's mother if Will might stay over. Normally this wouldn't be an issue - Mike would just call up the rest of the gang and plan a campaign/sleepover. But on this particular weekend, Lucas just happened to be visiting family out of town, and Dustin was currently at a two week summer camp. And there's no way that Mike's parents would let any girls sleepover, so that counted out Max and Jane, meaning that for the first time since it happened...Mike and Will would be sleeping together alone.

When Mike's mother informed him of this, he just put on his best fake smile and tried to seem excited. After all, he couldn't say no...not without drawing a whole bunch of unwanted attention and questions. So he decided to grin and bear it. It was just one night. He could get through one night. 

Things went on normal enough until night fell, and that's when Mike started to get nervous. Just the thought of what they had done last time they had been alone together at bedtime haunted him. He quickly came up with a plan when it was time to go to sleep.

"Hey Will, you don't mind if I get changed and brush my teeth first, do you?"

"Of course not, go ahead," Will smiled. Mike gathered his things and headed for the bathroom. 

After he was finished, he returned to the bedroom, letting Will know he could have his turn. As soon as Will left though, Mike started moving at light speed, dragging out Will's sleeping bag and setting it up before jumping into his bed, closing his eyes and turning his back to the door. He willed his breathing into something resembling normal sleeping rhythm as he heard Will returning.

"M-mike?" 

He could hear the confusion in Will's voice, but he didn't reply, instead continuing to pretend that he was asleep. He heard Will turn off the light and shuffle into his sleeping bag before mumbling, "Well, goodnight I guess."

It panged Mike's heart a bit, but this was for the best. Nothing would happen this way. And nothing did - but it was the worst night of sleep Mike had gotten in a long time.

_____________

Everything got steadily worse after that. Mike had apologized in the morning for falling asleep so quickly, saying he just got really tired all of the sudden. Will had brushed it off and said not to worry about it, but for the first time since he began distancing himself, Mike could see a little bit of hurt in Will's smile. Mike cursed his own actions, vowing to try to fix this, before it got too bad, but it seemed that it wouldn't be that easy.

Will started to skip group hangouts, only making it to every other one at best, and never making it to any more group sleepovers. He was cordial enough on those occasions that he did make it, but whenever Mike tried to engage him directly, or get him alone, he always made an excuse to slip away. Mike had tried to give his friend a little space to see if that would make things better, but after about a month of this behavior, he had had enough. He had to fix things with Will.

Will had agreed to come to the park with everyone for a picnic. Little did he know, Mike hadn't invited the rest of the group members though.

"Where is everyone?" he asked a bit anxiously upon seeing Mike standing there alone.

"Uh, they're not coming Will. I wanted to talk with you alone. You've been acting a little weird lately, I just wanted to make sure everything was okay between us."

The boy in front of him squirmed a bit nervously as he replied. "I'm fine Mike, everything is fine, really. I just remembered though...I was actually supposed to do something for my mom this afternoon."

"Will, don't do this -"

"I'm not doing anything Mike, I just have to go. I'll see you later, okay?" he said, forcing a smile to his face. He turned to leave, but Mike wasn't going to let him go that easily, so he reached out and grabbed Will's hand. And that was when a sense of dread filled him - Will's skin was cold to the touch.

With the warm summer day, there was no way it should've been that cold, so there was only one logical explanation. "It's back," Mike said numbly, staring at his friend. Will looked panicked now, almost on the edge of tears as he ripped his hand away.

"Leave me alone Mike! Just leave me alone!" he yelled, as he fled from the park, leaving a stunned Mike just standing there.

Will was suffering again and he hadn't felt comfortable enough to even tell his best friend - and Mike knew deep down that it was his fault. He also knew he wasn't just going to stand there and do nothing about it. By this point Will was far from sight, but Mike had a good idea of where he was headed. He soon found himself walking through the woods, a familiar location coming into view. His footsteps on the forest floor crunched loudly, but he wasn't trying to remain undetected. The last thing he wanted was to scare Will after all.

He reached the entrance of Castle Byers, the same old _All Friends Welcome_ sign hanging out front. He just hoped at this point Will still considered him a friend. Mike knocked on the crossbar of the crudely constructed entryway, but received no answer. His face melded into a frown - he could hear minute movements and muffled sniffling coming from within.

"Come on, Will, I know you're in there. Ask me for the password."

Silence. Mike had his own personal password that granted him entrance, and he never went in without it. "Fine, you don't have to ask, but I'm still going to come in. Password is Dagobah," Mike said, placing his hand on the sheet covering the doorway as he prepared to enter.

"That password isn't valid anymore. I changed it," Will finally broke his silence, his voice cracking.

"Oh come on Will, you did not," Mike said, frustrated.

"Yes I did, and if you don't know the new one you can't come in," his friend countered stubbornly. Mike sighed in resignation before replying.

"So, you're saying if I can guess it, I can come in then?"

There was a pause, as if Will was considering the notion. "How do you know I won't just say that your guess is wrong no matter what?"

"Because I trust you Will. You won't lie to me, not directly."

Another pause, longer this time, but Mike waited patiently. "Fine. But one guess, and if you don't get it, you have to leave me alone."

"Deal," Mike said quickly, before delving deep into thought. Will was hurting, badly. Physically and emotionally. He was longing for something to protect him, something that was indestructible and could stand up to the blows that the world kept deeming fit to give him. But...this was still Will, so...

"Mithril?" Mike guessed hopefully. A long, drawn out sigh came from within.

"I hate that you know me so well sometimes," Will grumbled. "Enter if you must."

Mike let out his own sigh, this one in relief, before entering the so called castle. Will was tucked into the back corner, a blanket wrapped around his small frame. Mike chose not to comment on his reddened eyes or tear streaked face, instead deciding to come right to the problem. "Well, I guess it goes without saying that we need to talk."

Will said nothing, choosing to pick at a loose string at his blanket instead.

"Why didn't you tell me you were suffering again Will?" Mike asked bluntly.

"Yeah, and have you distance yourself even further from me than you already had?" Will scoffed. "No, Mike, I think not." Guilt wracked Mike's whole body at the words.

"Oh...you noticed that huh?" he said lamely.

"Of course I noticed. Just how you notice things about me, I notice them about you too Mike, it goes both ways. I saw how differently you were treating me. It was just little things, but they were big to me."

Fuck. Mike was such an idiot. Of course Will was going to notice. "Still though...you could've at least told me Will. I mean -"

"Oh really? How would that conversation have gone, huh Mike?" Will demanded, snapping his gaze up to meet Mike's. "Something like 'hey, you know, I've been feeling a bit chilly lately, you think you can come over later and blow me again? Thanks!'"

The older boy felt his breath hitch at the outburst, as Will was never really one to use language like that. Not to mention this was the first time _the incident_ had been mentioned aloud by either of them since it happened. "I'm...I'm sorry Will. I didn't mean to hurt you, or make you think you couldn't come to me."

Will just shook his head. "I don't blame you Mike. If anything I'm grateful that you're still willing to be my friend at all after...well, after everything that happened. Everything you know about me."

"I'm always going to be your friend Will, no matter what," Mike said slowly. "...but if you're not mad at me, why are you cutting me off like this?"

The tension was thick in the small space now, and Mike had a feeling they're starting to get to the root of the problem. Everything up until now has just been window dressing for the main event. 

"Even though I didn't blame you....what you did last time I slept over still hurt me a lot. I know you were only pretending to be asleep when I came back in."

Shit.

"Oh my god, Will, I didn't mean to -"

Will cut him off with a wave of his hand. "You don't have to explain, I told you, I get it. But just knowing you thought that about me. Knowing that you thought you had to pretend to be asleep so I didn't... _force_ myself on you or try to...guilt you into doing something with me, it just hurt so bad and -"

"Wait...what? Will what are you talking about? I didn't think that at all," Mike said, his brow drawn in confusion. "I told you before that you never _made_ me do anything Will. And I would never think those things about you."

This time it was Will's turn to be confused. "Why else would you pretend to be asleep then, if it wasn't because you didn't trust me?"

And here it was. The moment Mike had been dreading. But he was done running. If it was a choice between Will thinking those awful things about himself (and worse, thinking that _Mike_ thought those same things), and telling Will the truth...well, the truth it was going to be.

"It wasn't you I didn't trust that night Will. It was me." That did not appear to help clear the puzzled look off of Will's face at all, so Mike continued. "The truth is Will, I didn't feel bad about helping you out like that. It only took me about a day to come to grips with that fact. My best friend was suffering, and if that's what I had to do to end that suffering, then so be it."

"Then why did you start being so distant with me?" Will asked softly.

"Well, to tell you the truth...I got scared. I got scared, Will, because...I liked it."

"You WHAT!?" Will gasped, disbelief written all over his face. Mike was blushing at this point but he knew he had to press forward.

"I said I liked it, okay. I liked the feeling of holding you close, of kissing you and...and doing that other stuff too," Mike muttered. He found it ridiculous that he couldn't bring himself to describe the act considering that he had already performed it. He looked up at his friend to just see him shaking his head.

"There's no way that's true. You...you wouldn't lie to me about this right?"Will asked, his voice small and scared at the implication.

"What? Will, no. No way. I'm serious. Why do you think I bolted out of the room like I did after it happened?"

"Well I assumed you were freaking out," Will said, clearly still not buying the idea that Mike was trying to sell. 

Mike sighed, finally opting for the most straightforward (and most embarrassing) route.

"Dude...I was so hard after you finished, and then I looked down and saw you all...naked and vulnerable. I had to leave because I didn't know what I was about to do. And quite frankly, that scared me."

"You...you were really scared?" 

Mike was a bit surprised that it was that part of his admission that Will had focused in on, but he nodded in affirmation. "Yeah I was scared shitless. Like...did that automatically make me queer for liking what I did? What my parents would think if they found out...the other kids at school...and most of all, what did I think of myself? Don't get me wrong, I knew I had nothing against, um, gay people. And I would defend you no matter what Will...I just didn't know if I wanted that for myself." There was a slight pause as Mike's words kind of hung in the air. "Oh my God, I sound like an asshole, that sounds terrible, just forget -"

"Mike, no. You don't sound like an asshole. You sound...well you sound like I used to. You forget, I went through this too. The questioning, the wondering, the...self-hate. There were so many nights that I wished to wake up the next day and just feel _normal_. I even prayed to a god I'm not even sure I believe in. Just...you know, make me like girls like everyone else, life would be so much easier. But then I'd get to school and see you and...yeah, I knew it hadn't worked."

Mike again cursed his denseness. He should've known Will had gone through all this before. He'd been going through it for some time now, all by himself, and Mike was freaking out over a few of months of this. "Well...even if you say you don't blame me, I'm still sorry Will. You've been struggling for forever with this, and you finally decided to trust someone with it, and then I abandoned you. No matter what I was going through myself, I should've never made it seem like you couldn't talk to me, okay? And for that...if nothing else...I'm sorry. Can you forgive me?"

Will, whose tears had all but dried by that point, sniffed aggressively, determined to keep them from coming back. "Of course I forgive you, dummy" he choked out, immediately falling into Mike when the older boy opened his arms to him. The two shared a quiet moment, huddled together in the old, ramshackle structure, enjoying one another's embrace. After a short period, Will pulled back, but not too far.

"So...you said you _were_ scared? Is that...past tense?" he questioned, a shred of hope daring to poke through.

Mike shook his head. "No, I'm still scared Will. But...I've just decided I'm not going to let it stop me from going after what I want."

"And what is it that you want?" Will whispered back haltingly.

"You," Mike replied simply. "Will, I want you." 

And with that the older boy brought a hand up to caress the side of Will's face. His friend leaned into the touch, sighing in relief. Mike drifted forward slowly, looking for any sign of discomfort from the other boy as he closed the distance between them. But Will wanted this as much as Mike did, if not more, and it was him that erased the final gap, pressing their lips together softly. There was no heat to the kiss, just a soft, sweet, statement of intent. So Mike wasn't really expecting a giggle from Will as they broke apart.

"What's so funny, Byers?"

"Just...thinking about what you said earlier. I never thought that I, of all people, would be able to make Mike Wheeler horny. I mean, I'm just _me_. Just Will."

Ah, there it was. Mike knew it would circle back to his remark eventually. Will's smile was gentle and teasing, but still a little timid. Almost as if he wasn't sure that this kind of kidding was okay yet, so Mike decided to just go for it and remove all doubt.

"Let me tell you 'just Will', if you had seen how many times I cummed in your sink, you'd believe me for sure."

Mike was sure his face was on fire, but he chanced a look up at Will, half-expecting to see his face twisted in shock or his nose wrinkled up in disgust. But instead Will just looked thoughtful as he murmured, "Hmmm, lucky sink."

The older boy choked on his air. "Oh my God! _Will!_ "

His friend's gaze flew up to meet his own, shock written across his face as well. "What? Oh god, please don't tell me I just said that out loud?"

Mike could only nod in affirmation, and watch as Will's face grew more and more embarrassed as he started to get to his feet. "Wait, where are you going?"

"Oh, nowhere, just going to see if I can find another alternate dimension to slip into so I don't have to face you ever again after that comment."

That finally broke Mike's shock as he let loose a loud chuckle. "No way, Byers. Been there, done that," he said, pulling Will back down next to him. "Besides," he added, his voice getting lower, "we have to get you feeling right again."

Will was still clearly embarrassed, not directly meeting Mike's gaze, as he stammered, "Do you mean...um...are you saying you want to..."

The older boy again lifted a hand to Will's cheek, gently lifting his face until the two were locking eyes. "What are you doing later tonight?"

**Notes for the Chapter:**

> Haha, I hope people weren't confused with the smut scene at first. Probably thinking it was way out of character for Will. And it was, especially at this point. He would probably not be so forceful/confident with Mike the first or second time they were together, especially at this age. But I like me some sassy Will, so i had to sneak it in here somehow, so dream Will it was.
> 
> Like I said above, and as that last line probably foreshadows, there is more smut on the way. The plot just kinda got in the way for most of the chapter, so all you got was psuedo/dream smut. But even though the plot probably doesn't hold together perfectly if you stare at it too long, I hope it's at least interesting. Thoughts and comments are appreciated.


	3. Chapter 3

**Notes for the Chapter:**

> First off, I'm sorry for the wait on this chapter, but I'm the slowest writer ever, and none of this story is prewritten, so yeah. It's likely going to be a drag in between chapters. 
> 
> On the plus side (I think), it's another lengthy one, and the smut has returned!
> 
> Lastly, I'd like to really thank everyone that has left comments, I read and treasure them all. They're all really nice, and the reception I've gotten for this story is better than anything I thought possible. So thank you all so much! Now, on to the chapter!
> 
> AGAIN, let me warn people. This chapter contains consensual, but very explicit, underage sex between two males. This is now taking place in August of '85. So Will and Mike are both 14. If you're uncomfortable with any of that, now's the time to bail.

"So...you wanna come over to my house tonight?" Mike asked. The two boys had exited Castle Byers, and were now standing in front of the makeshift fort.

"Y-yeah. That'd be cool," Will replied, trying to keep his voice neutral. "I'll, uh, have my mom drive me over later. Would 5:00 be okay?"

Mike nodded in response. That would leave him plenty of time. "Sounds good, man. I'll, uh see you later then."

He turned to start walking towards home when Will spoke up again. "Hey Mike?"

Mike turned back around, about to ask what was up, but instead he saw Will, standing just inches away right in front of him. The smaller boy quickly stepped up on his tiptoes and brought their lips together. But as soon as it was there, it was gone again, leaving Mike no time to respond. "I'll, um, see you later," Will said grinning shyly as he turned and scampered towards his house.

"S-see ya!" Mike called back, his voice cracking embarrassingly. 

Smooth, Wheeler. Real smooth. 

But Will just turned back and waved again before disappearing from view, leaving Mike with a warm fuzzy feeling all over. This wasn't exactly how he had seen things going today in reconciling with Will - but he was glad that it did.

___________

As soon as Mike got home, the teen grabbed a towel from the linen closet and started to make his way towards the bathroom. He didn't know _exactly_ what the plan was for tonight, but he did know that he was going to be prepared for anything - and that meant being as clean as possible. He semi-suspected that Will had the same thought in mind, which was the reason he was having his mom drive him over later instead of just biking over like normal and potentially getting all sweaty. Mike course corrected about halfway to the bathroom, stopping by his parent's room where his mother was doing some reading.

"Hey, Mom, Will's coming over later to spend the night, is that okay?"

"Of course honey, you know he's always welcome. Just Will this time? Or will your other friends be joining you?" Karen replied.

"Ha! I mean, um no," Mike stuttered out. Their other friends wouldn't definitely _not_ be joining them for these activities. "No, just Will."

"Alright, no problem," she said, almost turning back to her book before double taking, noting the towel in Mike's hand. "Are you taking _another_ shower? I thought you already took one today."

Mike panicked briefly at her question, as if she somehow knew what was on his mind. But that was ridiculous of course. It just so happened that his mother had to be actually paying attention to what he was doing the one time he didn't want her to. "I d-did, but I got dirty, um, playing in the woods," he stammered out, somewhat truthfully. "Anyways, Will is gonna be here at five then. Thanks Mom."

The boy scampered out of the room before his mom could comment further, sighing in relief when he made it to the safe confines of the bathroom. He took a few moments to compose himself, drawing some deep breaths as he stared at himself in the mirror. He had to keep it together if this was going to work. If he had any hope of keeping this thing secret, he needed to just relax. After all, if he was this jumpy before the relationship had even really started, he wouldn't have a chance once it did. 

"Keep it together Wheeler," he muttered to his reflection. "Your best friend is counting on you."

Hearing those words out loud seemed to calm him significantly. And so, giving one more resolute nod to himself, he stripped off his clothes and headed to the shower.

\-------------------

It was about the fourth time going through his closet, standing there in nothing but his underwear and a towel draped over his shoulders, that Mike realized how dumb he was being. This was just a sleepover with Will, it didn't really matter what he picked out to wear. He wasn't even leaving the house! He settled on a pair of red and black shorts and a simple black t-shirt, telling himself he picked them at random - and if black happened to be a color he thought he looked good in, well that was just coincidence. 

Mike had spent so long showering, preening, and deciding what to wear, that by the time he was ready, it was nearly time for Will to arrive. He headed towards the basement in order to spruce things up _somewhat_ , and was mostly successful at making it inhabitable by the time he heard his mom answering the door and letting Will in. 

Mike raised his arm and gave himself one last self-conscious sniff. He smelled good. Really good. And he had better, he had only gone through his normal washing routine _three_ separate times in the shower. Wait...did he smell _too_ good? Was that even a thing? Before that nonsense train of thought could even get going properly, Will thankfully appeared. The smaller boy descended the basement steps carefully before greeting Mike with an awkward half-wave. "Hey."

The older boy chuckled inwardly, wondering where all Will's confidence had suddenly disappeared to since he had pulled Mike down into a surprise kiss outside of Castle Byers mere hours ago. "Hey yourself, Byers," he replied as he strode over and wrapped Will in a hug. He felt the smaller boy nuzzle into his chest briefly before breaking away.

They both knew that's as much affection as they dared show right now - Mike's parents were just upstairs, and Holly could also be roaming about somewhere. So, they played it normal, just like any other sleepover would be.

Sure, maybe they sat a little closer on the basement couch as they were playing Nintendo. And yeah, it could be that when their gazes met one another, they were slower to break eye contact than they normally were. And _perhaps_ there was a tad more elbow jostling and knee bumping as they were watching a movie later after dinner. But that's all, nothing that couldn't be easily explained away as normal contact between close friends. So yeah, everything _almost_ seemed normal.

Almost. Because no matter how much he told himself everything was the same as usual, Mike knew it wasn't. And he knew Will knew it wasn't. He couldn't explain away the way his heart fluttered when Will caught him staring, or the flush to his cheeks when Will gave him a smile. Even a half smile. The energy in the room was almost palpable. It was like the whole night was leading to some grand finale - and really, it kind of was. And while it's one thing to tell yourself to calm down and act normal, well, it's a whole other thing to actually do it. So by the time the boys finally decided to head up to bed in Mike's room around midnight, the older boy's insides were roiling. 

But he's determined to follow through with this. He has to. Hell, he _wants_ to. So, after brushing his teeth, while Will was taking his turn in the bathroom, Mike dragged out Will's sleeping bag to its customary spot. When the Byers boy returned, he was clad in shorts and a t-shirt, just like Mike. He eyed the sleeping bag, unsure, a look of confusion coming to his face. But this wasn't going to be like last time Will slept over, so Mike was quick to reassure him.

"Hey, this is just for appearances, don't worry," Mike said, stepping around Will to close and lock his door. "Just so everything looks normal in the morning. Go ahead and, uh, get in my bed. If you want."

Will nodded shyly, crossing the room and sitting on the edge of Mike's bed, unsure what to do from there. And, well, that made two of them, because instead of following suit, Mike just stood there awkwardly in the middle of the room until Will had to say something.

"You know, Mike, we don't have to, um, do anything tonight," he said softly, snapping Mike out of his stupor.

"What do you mean? Of course we do, Will!" the dark-haired teen exclaimed, rushing to Will's side. "You're hurting. Suffering...and if I can fix that then I want to."

But Will just shook his head in response. "I'm used to it, really. It's...it's not that bad anymore."

"You shouldn't have to be used to it," Mike replied, hating that he was hesitating now, at the moment of truth. "Especially if I can do something about it. I...I don't wanna let you down Will."

"You're not going to let me down Mike...just being here with you is helping a little." Will paused as his face seemed to cycle through a number of emotions as he struggled for what to say, clearly torn between his own needs and his best friend's discomfort. He finally landed on a tentative smile. "Okay...we won't say definitively either way. Let's just lay down and read a comic or something for now," he said, patting the bed beside him. "And if we both decide we want to do something we will, and if not, we won't."

That...sounded easy enough. Sure, maybe he just needed to relax first. If Will wasn't in any hurry, there's no reason that Mike should be. So the Wheeler boy nodded, grabbed an Ant-Man comic from his dresser, and went to sit next to his friend on the bed. They started out tentative, their shoulders barely brushing together as they read through the glossy pages. But as time passed, they got more and more comfortable, and before Mike even noticed they were both flat on their backs, with Will's head resting snugly on Mike's shoulder, the older boy holding the comic straight out in front of them.

It wasn't a new position for them, not entirely. They used to spend a lot of time like this when they were younger, reading all kinds of books and comics together. They had stopped a few years ago, when it had become not quite as cute and acceptable for two boys to lay so close to one another. One of the last books Mike remembered doing this with was Tolkien's Hobbit. They must've only been about ten or eleven at the time, but those hours had always stuck with Mike as some of the best of his life. Laying there in close confines with his best friend, making their way through such a fantastical world together. With Mike doing all the different characters' dialogue, with voices included, and Will reading all the rest in his best narrator tone, it was almost like they had been transported into Middle Earth. Like they were _part_ of the story itself.

Of course it wasn't quite the same thing now. They were weren't little kids anymore, carefree and light-hearted, uncaring of the world's opinion. They weren't reading aloud to each other, lost in Tolkien's fictional land, cozy and warm as their shared body heats mingled. No, instead they were older, wiser, knowing what people would think if they found out about them. Their minds too preoccupied for any vocal theater, they conversely were just reading to themselves, loosely following along with the plot laid out in the glossy, colored panels before them. And there was no shared body heat. In fact, Mike could feel the cold seeping through from Will where their sides were pressed together. And that's when it hit him - Will was doing this all for Mike's benefit.

He could've gently insisted that they proceed as they had planned, and Mike would've gone along. Hell, if he had even just told Mike again how badly he was suffering, how cold he was, that probably would've been enough to spur Mike into action. Instead he had chosen to wait, not wanting Mike to feel pressured in any way. Even now, reading through this comic, pretending to actually enjoy it, with that hollow smile plastered on his face, when he had explicitly told Mike before that these activities weren't actually fun for him anymore. 

And that's when it struck Mike - loving Will wasn't a challenge to overcome...it was a privilege. The fact that it went against everything he had ever been taught. By his parents, by teachers, by society at large. The fact that this would open him up to all sorts of bullying, ridiculing, and even physical danger if it ever got out. The fact that he may be putting his only chance at a 'normal life' on the line. Yes, if despite all of that, he still felt this overwhelming desire to hold and kiss and keep Will safe? If his love for Will Byers could outweigh all of those factors? Well then...it must be something special indeed.

It must have been an extended period of time that it took him to reach this conclusion, because the younger boy had apparently noticed something amiss, seeing as Mike hadn't turned the page in some time. "You stuck on a word, Mikey?" he asked cheekily. "Point it out to me, and we'll sound it out together."

It was clear he was still trying to dispel the tension in the room, mistaking Mike's epiphany for anxiety. But when he turned his head only to see brown eyes already gazing at him intensely, his nose mere inches from his friend's, the playfulness disappeared from Will's face. "Mike...what is it?" he asked softly, the little space between his eyebrows creasing in worry.

Mike tossed the comic aside and slowly brought his hand up to the offending spot on Will's forehead, tenderly brushing his thumb across it in an attempt to make his friend's doubts disappear. It seemed to work after a few seconds, with the younger boy closing his eyes and sighing softly, the crease smoothing under Mike's gentle touch. He moved his hand down to the side of Will's face, gently cradling the angle of his jaw. His friend's skin was cool to the touch, only confirming how much he needed this. Will nuzzled into it instantly, desperately trying to absorb as much heat as possible - as quickly as possible. Almost like he was afraid it was going to vanish at any instant - and Mike wanted to dispel those worries immediately.

"Hey, hey," he said, still caressing Will's jaw. "It's okay, I promise. We've got time Will."

Will's eyes blinked open, his face showing slight embarrassment at his eagerness. "S-sorry. It just...feels nice."

"If you think that feels nice..." Mike trailed off with a playful grin. Will's blush deepened, but he didn't break eye contact, staring right back at Mike, waiting for him to make good on his words. And so Mike did, the grin fading from his face as he lowered his head and brought their lips together.

It was immediately clear that this liplock was different than any of the others in the short kissing history between Mike and Will. It wasn't rushed or fevered like the first time Mike had unceremoniously stuck his tongue into Will's mouth. And it wasn't the sweet, simple pecks the pair had shared at Castle Byers. No, this one was slow, exploratory, unrushed. Like they were just getting used to how their lips felt pressed against one another.

And that's all it was at first, just long, slow, languid, closed-mouth kisses, before Mike deepened it slightly, sucking Will's lower lip in between both of his. Will let out a small gasp before retreating a bit, his hazel eyes locking with Mike's brown ones. Whatever he was searching for, he seemed to have found rather quickly as he dove back in, mimicking Mike's movements, trapping the older boy's lower lip between his own. The raven-haired teen found this cute and amusing until his friend took it a step further, lightly running his tongue along Mike's lip.

Mike let out an involuntary moan, which Will apparently took as encouragement, because the smaller boy's tongue was now tentatively prodding at the entrance to Mike's mouth, gently asking for admittance. Interested to see where this would go, Mike acquiesced, parting his lips and inviting the other boy in. While their tongues had touched before, this was actually the first time Will's had made its way into Mike's mouth. He was timid at first, testing the waters as he slowly explored Mike's wet cavern. 

And the older boy was more than okay with letting it happen, loving the feeling of Will steadily getting bolder and bolder, bringing his hands up to tangle in midnight black hair as he continued to lick into Mike's mouth. But, no matter how much Mike was enjoying this (and he _was_ enjoying this), after a solid five minutes of making out, it seemed that Will was going to need a nudge to take it to the next level. The smaller boy had ended up on top during their kissing session, so without preamble, Mike flipped them over quickly, reversing their position. 

Now straddling Will, Mike broke the kiss and brought his hands down to the hem of his friend's shirt, lifting it up over his head and tossing it to the side. He paused just a moment to admire the slim yet toned torso beneath him before moving to hook his fingers into Will's waistband. 

"Mike, please wait," he breathed out, causing the older boy to _immediately_ stop his movements.

Shit...had he moved too fast? Did Will wanna take things slower? Had he changed his mind entirely?

He quickly found out, however, that was not the case at all.

"Can I....can I touch you too, this time?" Will asked, ensuring that he was looking anywhere but at Mike directly. The older boy felt his heart rate speed up at the question. Sure, when he had been...getting ready for tonight, this possibility had crossed his mind. Otherwise, why would he have cleaned as thoroughly as he did? But now that the idea had actually been articulated, he found himself rather nervous. 

Still though, with his friend's face as red as a tomato beneath him, he figured he wasn't the only nervous one. "S-sure, Will. As long as you know you don't _have_ to. But if you want to..."

"I do," Will cut in resolutely, finally making eye contact. "I'm sure."

The younger boy's determination flipped a switch in Mike, and so he found himself nodding, giving his friend the go ahead. The relief flooding into Will was visible, almost as if he thought he wasn't going to be allowed, or might be rejected. But now he seemed emboldened by Mike's answer, if only slightly. "Okay then, can you...take off your shirt?" 

Taking a deep breath, Mike sat up, his weight resting on Will's stomach, and quickly slipped his own shirt over his head. A sudden rush of anxiety went through the older boy as he tossed his shirt aside. What if Will was disappointed? Logically, Will shouldn't be surprised by anything he was seeing right now. He had seen Mike shirtless often enough to know what to expect. But as the raven-haired teen looked down at his own pale, somewhat scrawny torso, he couldn't help but be nervous. However, when he finally gained the courage to look up to meet Will's gaze, disappointment was the furthest word to describe his friend's features. Instead, Will, still flat on his back, was staring up at him with some mixture of wonderment and awe. So while Mike was no longer feeling nervous, he was certainly feeling self-conscious now.

"Mike...you're so -" Will started to say before he cut himself off, biting his lip shyly. He never bothered to finish his sentence, instead choosing to slowly reach up and gently run his hands over Mike's sides. The older boy shivered at the touch, but not because it was cold. No, in fact Will's hands were actually quite warm again, meaning this was working already. But the feeling of being touched like this...in such a manner...well, it was the first time Mike had experienced anything like it. He sat there awkwardly for as long as he could take it, watching as Will explored his chest and stomach with his hands. Eventually though, he couldn't take it anymore, and dove back down to capture Will's lips once more.

The sensation of their bare chests pressing together for the first time was intense. He could feel every breath Will took and every expansion of his chest as they continued their makeout session. But at least this way he felt less exposed - he wasn't having his body raked by Will's eyes. They were on equal ground now. Or at least that's what Mike thought. If he was too distracted by the battle their tongues were taking part in to notice that Will's hands hadn't stopped their ministrations, well, he could hardly be blamed. But it was for that reason that when his friend's hand quickly snaked into his shorts and grasped Mike's very hard member, it was a shock to say the least.

Mike let out a strangled groan, breaking the kiss as his knees gave out and his full body weight collapsed on the boy underneath him. Will gasped as his breath momentarily got knocked out of him, immediately pulling his hand back as he tried desperately to stutter out an apology.

"Shoot. I'm so-sorry Mike. I thought you said it was okay, but I should've asked again, and -"

"Shhh, Will, stop, it's okay," Mike said, having recovered from his shock. And man, was it ever okay. That brief moment of contact with Will's hand on his cock had sent a jolt to every single part of Mike's body. The feeling was almost indescribable, and he definitely wanted more of it. The older boy raised back up again so he could look his friend in the face. "It just took me by surprise, that's all, I promise. But I'm definitely not going to be able to keep my balance while you're doing that. It...um...felt great though, really."

"Really?" Will asked, managing to make eye contact again.

"Definitely. Um...here," Mike replied, rolling the two of them over so that Will was on top. Seeing the smaller boy was now feeling gun shy, Mike tried to diffuse the tension, bringing his hands up and lacing them behind his own head, making his best effort to look nonchalant. "You can go ahead...if you still want to."

Mike could see the tent in Will's own shorts as the younger boy sat up, straddling Mike's thighs. Taking a deep breath, he hooked his fingers into Mike's shorts, giving one last glance in askance at his friend. The teen simply nodded, raising his hips off the bed to assist in the process. He had to utilize all his willpower not to cover himself up as his erection sprang free, standing tall and proud, angling out 45 degrees from his body in all of its five and a half inch glory.

Yes, five and a half (maybe a bit more to be honest). After all, it had been some five months since their first encounter had happened, and boys' bodies were quick to change at this age. And Mike was proud to say he'd been doing some growing lately. He looked down at Will to watch his reaction to seeing him in this state. But instead of finding Will's gaze on his member, after he finished sliding Mike's shorts all the way off, Will locked eyes with his best friend, being careful not to look elsewhere.

"Ummm, Mike...do you think you could...?"

"Huh? Oh! Right. Sorry." Mike let his eyelids drift shut, nervously anticipating what would come next. 

"No peeking," Will warned, his tone serious.

Mike was a bit disappointed, but he completely understood. He remembered how nervous he had been when he was in Will's position, so he just nodded his understanding. His friend didn't leave him waiting long after that, and he soon felt Will's right hand softly gripping his most private part. Just like the kiss, the touches were exploratory at first. He felt fingers encircle his shaft, squeezing it softly before giving it a few experimental strokes. The older boy bit his lip to keep from moaning out as Will became bolder and steadily picked up the pace.

It was so much better than his own hand, even if the movements were a bit sloppy. A pleasant heat began to pool out from his groin area as his friend really got into it. He wasn't exactly close to finishing, but he was feeling pretty good by this point. He felt his friend slide further down the bed, nudging apart Mike's thighs so he could settle down in between them. Mike quickly obliged, giving Will all the access he needed.

Oh my god, this was it wasn't it? Will was going to take the plunge. He was going to take this a step further, returning the favor that Mike had given him. Well...Mike was half right. Will did take things a step further, but not by using his mouth. Instead, while still stroking Mike with his right hand, he brought his left hand up to tentatively fondle Mike's balls.

"Mmm, Will, that feels amazing," Mike groaned, making sure to keep his voice down. His parents were asleep, but they were still just right down the hall after all.

The raven-haired teen's breathing began to get ragged. He knew a couple more minutes of this was likely all he could handle. Almost as if he was reading his mind, Will's movements suddenly slowed, going back to the slow, rhythmic pumping he was doing at first. Mike groaned a little inwardly as his impending climax faded away, but he wasn't going to complain. He was a little curious though. Was Will teasing him? Did his hand just get tired? Was there some other explanation?

Unable to stand it any longer, Mike peeked open his eyes, and it was all he could do to not laugh at the sight before him. The only reason he was able to keep control of himself is he knew if Will saw him watching, the smaller boy might actually die of embarrassment. He had sunk down, eye level with Mike's cock, staring at it as he slowly moved his fist up and down, almost mesmerized. Every few pumps he would get this determined look in his eye, open his mouth wide, and start forward as if he was going to suck down the member in front of him whole. But then at the last moment, he would stop and fall back, and go back to just stroking, starting the whole process over again.

Mike vaguely wondered how long this had been going on while his eyes were closed. Really, it was adorable, but he knew Will could never know he saw him in this game of chicken. So he made sure his eyes were shut tightly once more before he spoke. "Just so you know Will, in case you were undecided about doing something in particular, you don't have to do anything you're not ready for, okay? In fact, you can stop right now if you wa-"

"What!? Mike, no!" Will said, his tone that of a little kid who is getting their toy taken away. His grip on Mike's member tightened subconsciously, causing the older boy to let out a mixed groan of discomfort and pleasure at the movement.

"Okay, okay, easy there Byers."

"Oops...um, sorry," Will said, relaxing his grip. "I don't want to stop. I...I want to try what you did to me...using my mouth. I just don't wanna mess it up." The boy paused for a moment before asking, "Any advice?"

There was just the slightest hint of snark to his voice in that last question. Will's sense of humor...his real sense of humor...was very sneaky in that way. Everyone perceived him as so innocent that he could get away with saying stuff that other people couldn't. He was usually able to put in a fair amount of ambiguously worded jabs without repercussion. That is, to those that didn't know him as well as Mike did.

"Are you implying I'm some sort of expert on this subject Byers?"

"I mean...relatively?"

Even despite their very awkward current position, that got a chuckle out of Mike. He had missed this Will a lot, and even if he was now the butt of the jokes, he couldn't care less.

"Well, smart ass, as a matter of fact, I just might have a little advice. Take things slow and if you don't like, you can stop at any time. OH! And no teeth. Please."

"Take my time, don't feel pressured, no biting," Will muttered, more to himself than to Mike. A lot of the tension in the room had deflated during their little back and forth, but Mike was still painfully hard. So it was a relief of indescribable proportions when he felt Will finally dip his head forward and take Mike into his mouth.

A sort of pathetic whimper (that he would definitely deny later) escaped from Mike's throat as his friend pushed his lips farther and farther down, until he was halfway down his member. It was at this point that Mike truly realized how easy it had been for Will to lose control when he had been on the receiving end of this treatment. The heat enveloping his dick was amazing, breathtaking, intoxicating. It was taking every fiber of Mike's being to not grab Will's head and force him to take it all in. But he didn't want Will to feel like he wasn't in control for any part of this, so instead he settled for simply bringing his arms down to his sides, his hands fisting desperately into the bed sheets as he squirmed beneath Will's touch.

And the crazy thing was, Will wasn't even really _doing_ anything yet. His head was still, almost as if he was trying to get used to the feeling of Mike in his mouth. The older boy did all he could to lay there and wait patiently, and it finally paid off as Will began to move. He tentatively ran his tongue over the shaft before working his way back up to the top, suckling lightly at the head, and then slowly lowering down Mike's length again, taking in just a bit more than he did before.

Mike didn't know if it was the blend of moans and whimpers emitting from his mouth, or if Will just suddenly found his rhythm, but whatever it was, it was like a flip was switched in his friend. The tentativeness in his movements was all but gone as his head began to bob up and down, sucking Mike in deeper and harder each time. The older boy gently placed a hand on Will's head, not controlling it, but softly running a hand through his fine, brown hair.

The room felt sweltering now, and Mike was glad he had cracked his window slightly or the heat might have been unbearable. He let his hand fall down to caress the side of Will's face, just as the younger boy hollowed out his cheeks, surrounding Mike's cock on all sides with his wet cavern. Mike could actually _feel_ the bulge of his dick poking through Will's cheek where his hand still rested. And well, that's when curiosity got the best of him. He _had_ to see. One look wouldn't hurt, right?

And boy, was it a site to behold, his shirtless best friend stretched out on his knees and elbows, brow furrowed in concentration, his lips wrapped tightly around Mike's length. The raven-haired teen stared for longer than he meant to. It was only supposed to be a quick peek, but the sight of his cock disappearing into his friend's mouth over and over was entrancing, and before he knew it he was staring. Which was amazing while it lasted, but soon his eyes locked onto hazel ones as Will shot a glance up at him. 

Mike cursed internally as his eyes flew closed, hoping Will hadn't seen him watching. There was just a brief pause in his friend's movements, and Mike was sure he was going to stop altogether, but he just shifted his weight slightly and continued. The older boy breathed a sigh of relief and relaxed again, a familiar heat beginning to pool in his lower stomach as Will's pace grew even more frantic. Moving faster, going deeper, sucking harder. It was all too much, and Mike was just about to warn his friend of his approaching orgasm when he felt his dick hit the back of Will's throat.

Will pulled off instantly, coughing and gagging as he spluttered for breath. Mike winced as his saliva covered cock was exposed to the open air in the room. But he pushed the discomfort to the back of his mind immediately as he sat up and reached a hand down to rub Will's back gently. "Hey, hey, you okay man?" he asked worriedly.

The smaller boy looked up at him, his face a bit of a mess with tears and saliva criss-crossing his features. "Shit, I'm sorry Mike. I can't do anything right," he said, forlorn. "I just wanted to make you feel good for once, and I couldn't even do that."

"Huh? Will, what are you talking about, that felt awesome. Hey, come here," Mike said softly, pulling Will up towards him. He took the corner of the sheet and used it to wipe off Will's face gently. "Seriously, that was amazing, you were doing so good," he insisted, punctuating his remark with a peck on the lips.

"Seriously?" Will asked, brightening a bit.

"Absolutely. You sure you've never done that before?" Mike cracked, earning a jab in the ribs from his friend.

"Shut it, Wheeler," he murmured, leaning in for another kiss, this one deeper than the first. They parted, sharing a soft smile until Will quickly turned away, reddening profusely.

"Will? What's wrong?" Mike questioned, wondering if he had done something wrong to cause the sudden change in demeanor.

"You peeked," Will muttered, looking down at the floor. "I saw you. You were watching while I was..."

Oh. He _had_ seen. "Uh...yeah. I did peek. I'm sorry Will, curiosity just got the best of me," Mike replied soothingly. Will didn't raise his gaze though, so Mike tried a different tactic. "It was super hot seeing you like that...if that makes you feel better."

A choked laugh came from the smaller boy as he brought his hands up to cover his face. "I don't know if that makes it better or worse actually," he mumbled between his fingers.

"Well what if...I let you watch me back."

 _That_ got Will's attention, as he split his fingers to let a hazel eye timidly peek through. "Excuse me?"

"I saaaaaaid, you can watch me do the same thing to you. Then we'll be even."

"B-but what about you!?" Will said, pointing at Mike's still erect member.

"Don't worry," Mike laughed, laying back down and pulling Will on top of him. "It's definitely not going anywhere. Maybe you can finish later. But first..."

Mike leaned up to capture his friend's lips once again, delighting in the way Will shuddered under his touch. He could tell that the younger boy was still very much hard as well, feeling the telltale poke into his abdomen. "Can we take these off?" Mike mumbled against Will's mouth, fingering the waistband to the other's shorts.

"P-please," Will panted, his breath hot against Mike's face. The older boy wasted no time in sliding down the last remaining barriers between the two of them, with Will helping out by kicking the offending garments off the rest of the way. When he settled his weight back down over Mike and their bare erections touched for the first time, it elicited a moan from both boys. It felt so good that Mike briefly considered just rutting against Will in that position until they both finished that way. But - he had a deal to keep.

He gently pushed at Will's shoulders until the boy was in a sitting position, his weight resting on Mike's stomach. His brow was furrowed in confusion, not knowing what Mike was expecting him to do. "Um, do you think you could maybe scoot up here?" the raven-haired boy asked, patting his chest. He watched as the look on Will's face went from confused, to comprehension, to embarrassment. But in the end, he did as Mike asked, moving up until he was on his knees, straddling the older boy's chest - which put the tip of his member just inches in front of Mike's mouth.

Now that he was up close and personal with Will's dick for the second time ever, Mike could see that Will had done a little growing in the past months as well. He looked just a little longer, perhaps a tad thicker, and his pubic hair was much easier to see now. It was still pretty sparse, but it was more filled in than it was before, and a bit darker in color.

"Just so you know...I don't have to look. I can close my eyes," Will said, breaking Mike out of his train of thought.

Mike just shook his head. "Fair is fair," he insisted. He briefly thought about shutting his own eyes, but instead decided to stare deeply into Will's as he craned his head up and took his friend into his mouth. Will gasped at the sensation before biting down on his lip to ensure he kept quiet - but his eyes never wandered from where his cock was steadily disappearing into Mike's mouth. Mike let his gaze fall as he bobbed his head back and forth. He could feel Will's stare burning into him, even though he couldn't see it anymore.

After a few minutes, the younger boy began to subtly move by sliding his hips forward then back, ever so gently, which was fine with Mike, as this angle was actually pretty awkward, and his neck was starting to kink up. So he laid back and urged Will to continue, grabbing his hips with both hands and helping him plunge deeper into Mike's mouth. Will's movements were tentative at first, and Mike could tell he was being careful. He likely didn't want Mike to experience the choking that he himself had just gone through.

As soon as he saw that Mike could engulf his entire member without choking though, Will's speed picked up, assured he wouldn't hurt the boy beneath him. Mike's fingers dug further into the flesh of Will's hips as the younger boy's shaft passed smoothly between his lips, the head stopping _just_ short of hitting the back of his throat. Will's hands found their way into Mike's hair, tangling themselves within the mass of dark, wavy curls. A sharp tug ripped a moan from the older boy's chest as he felt himself flush with embarrassment. Really? Out of everything happening, hair-pulling was going to be the thing that turned him on the most?

He quickly pushed this to the side though, as a more pressing issue was at hand. His aching cock had been neglected for far too long. Judging from Will's breathing above him, he was getting close to finishing, but Mike couldn't wait any longer. He gently removed his right hand from Will's hip and brought it down to grasp his own length. His body screamed with relief as he stroked himself, and he was sure that he would be following Will over the edge sooner rather than later.

That is until the boy on top of him stopped his movements suddenly. Mike looked up and saw Will twisting around to view Mike jacking off behind him. "Mike, no," Will panted, pulling out of Mike's mouth completely. "I wanna do it." The older boy was about to object and tell Will not to worry about it before he saw what his friend had in mind. 

Will twisted around and faced the other direction, planting a knee on each side of Mike's head. But now his face was lined up with Mike's nether regions as well. It flashed through Mike's mind that there was a particular name for this position, but he couldn't be bothered to remember it at the moment because Will now had his hand wrapped around Mike's dick again, and after a few firm strokes returned it to his mouth without hesitation.

Once he felt the heat of Will's mouth on him once again, the older boy knew he wasn't going to last long, so he got back to work himself, raising his head up to envelop the dripping erection above him. He felt Will stutter at the touch for a moment, but then it almost seemed to send him into overdrive, his head moving up and down on Mike's dick at speeds previously unreached. He slowed down just once to work his tongue into the slit at Mike's head, and that was what finally sent the older boy spilling over the edge. 

The Wheeler boy tapped a warning onto Will's thigh, letting him know what was coming, but the younger boy didn't pull off, and instead proceeded sucking even harder as he welcomed Mike's thrice delayed orgasm into his mouth. All the older boy saw was a bright, white light as he pumped his seed into his best friend. He lost count how many times he shot, but Will never moved as he dutifully sucked Mike through his climax. 

When Mike finally regained his senses, he realized that while his dick had been released and was softening where it lay on his stomach, he still held the very hard member of the Byers boy in his own mouth. He could feel it throbbing, begging for its own finish, but Mike was so drained he could barely move. Summoning his remaining strength, the older boy moved his hands daringly from where they had been resting on Will's hips up to the soft, supple cheeks of his ass.

A few squeezes was all it took before Will was whimpering out a warning, trying to dislodge himself from Mike's mouth. But the older boy held him there firmly and took everything he had to offer, just as Will had done for him. The second time of having Will's cum slide down this throat was a more pleasurable experience than the first time, but that might honestly just be because Mike had a say in the matter this time. After he had finished, the younger boy shakily rose up and turned himself back around before collapsing into Mike's embrace, his head laying on the older boy's shoulder.

The thin sheen of sweat that was present on both of their bodies started to cool in the open air of the room as the pair recovered their breath. A few minutes passed before Mike finally attempted to speak. "Wow. That was....wow," he offered.

Will stifled a giggle into Mike's chest. "So articulate," he teased.

Mike snorted his own laugh. "Shut up, Byers. My brain is mush right now. I can barely think at all. All I want to do is lie here and sleep for the next three days," he said, his fingertips lazily tracing a pattern on Will's arm. Will hummed an agreement and the duo laid in comfortable silence for a few more moments before the younger boy stirred.

"We should probably at least get redressed," Will said, voice full of remorse.

Mike knew he was right. Even though the door was locked, it was better to be safe than sorry. They might be able to explain if someone walked in on them sharing a bed - but not if they were both naked. The older boy sighed and started to try to muster the strength to get up, but Will put a hand on his chest.

"Don't worry, I'll get them," he offered, staggering off the bed to start retrieving the items of clothing that had been haphazardly strewn about the room. It wasn't intentional, but Mike's eyes were soon locked on to Will's bare ass as the younger boy collected the clothes. How had he never noticed Will's backside before? It was so nice and round and...perfect! The only thing that stopped Mike's cock from twitching back to life when Will bent over to pick up a shirt from the floor was sheer exhaustion.

They redressed quickly and Will was back laying in the bed in no time. "So...do you think it's over for good this time?" Mike asked as his friend took a long drink from the bottle of water that had been sitting on Mike's nightstand.

"I don't know...I hope so," Will answered, handing the bottle to Mike. "It's just so frustrating. We don't even know what 'it' is, or what triggers it, or anything. I just want things to go back to normal," he sighed heavily.

The older boy nodded thoughtfully before taking a drink himself, swishing the water around to rinse his mouth. "Yeah, it sucks. But I don't want quite _everything_ to go back to normal, you know?" he said, reaching out to grab Will's hand.

The other boy looked down at him with a shy smile, nodding in agreement as he intertwined their fingers. "Yeah... this is one change that can stick around." 

Mike staved off falling asleep for as long as possible that night, reveling in the feeling of holding the sleeping Will tightly in his arms. They would figure this out together, like they always did. Even if this thing wasn't gone for good, they would beat it again, over and over if they had to. And Mike was willing to do whatever it took to do so.

_____________

Mike and Will were jarred awake the next morning far earlier than either of them were ready to be, but they really didn't have a choice. That's because the sound of someone trying to turn the doorknob to Mike's bedroom had them both instantly awake. Luckily, the lock held, leaving a confused Karen Wheeler calling out from the other side of the door.

"Michael? Why is this door locked?"

Mike got up and strode across the room as Will slipped from the bed down into the sleeping bag on the floor. At a thumbs up signal from Will, Mike opened the door to see his mom waiting there expectantly.

"Mooooooom, how many times have I told you to knock? It's bad enough when it's just me in here, but Will was just getting ready to change. You know how embarrassing that would be if you walked in on him?"

"Oh," Mrs. Wheeler said, her face reddening slightly. "You're right. I'm sorry Will, that was thoughtless of me. I just wanted to see how many eggs you boys wanted for breakfast."

"It's no problem, Mrs. Wheeler," Will smiled up from his sleeping bag. "I'll have two eggs, if it's not too much trouble."

"Same for me, Mom," Mike added.

"Alright then, coming right up. Breakfast should be ready in about ten minutes."

It was only after she had left and Mike closed the door back behind her that he let out the sigh of relief he'd been holding in. "Shit, that was close," he muttered, walking back over to sit on the edge of his bed. Will hopped up to join him, nudging his friend with an elbow.

"That was a pretty good lie for just making it up on the fly."

"I wish it was outta nowhere, but she has actually walked in on me changing before," Mike grimaced, shaking his head. "But, I'd rather not take that trip down memory lane. Besides, you're probably anxious to eat. This will be the first time in awhile you'll be able to enjoy your meal, right?"

Just to assure himself that this was still true, the older boy lifted a hand to Will's forehead, relieved to feel warmth radiating from the Byers boy.

"Mike, stop it," Will giggled, slapping the other's hand away before turning serious. "I'm fine. And the moment I'm not fine, you'll be the first to know. No more secrets, I promise."

"Okay, okay," Mike relented. "No more secrets."

"You are right though," Will admitted. "I am looking forward to actually tasting my food again. It really sucks when I'm not able to. I...I'll never be able to thank you enough for this, Mike."

Mike frowned a bit at this statement, not liking the implication. "Will...this thing isn't me doing you a favor anymore, okay? We're together now. A relationship. We're supposed to do stuff for each other, so you don't have to thank me for every little thing."

He couldn't help but notice the flush to Will's face before he realized what he had said. "Oh...I mean...um...I guess I didn't ask you...like officially. But do you want to...uh...would you like to be -"

Will mercifully cut in, planting a quick kiss on the older boy's lips. "I'd love to be your boyfriend, Mike," he grinned. Both relief and anxiety coursed through Mike's body. Of course he was happy that Will said yes, but...he also didn't want this to change things between them. The things that made them best friends in the first place. He never wanted that to change - even if they were now boyfriends.

"So...breakfast, shall we?" Will asked, breaking into Mike's thoughts. 

"Uh, yeah. Yeah, breakfast," Mike answered with a smile, rising to his feet and extending a hand to help the smaller boy up.

Will's face suddenly broke into a sly smile. "Race to the table? Loser has to clear the dishes."

"Hmmm," Mike replied, a grin started to break through on his own face as he pretended to think it over. "Okay, you're on!" The older boy gave Will a quick shove sending him toppling back onto the bed before racing out of the room with a gleeful laugh.

"Heeeeeeey, no fair cheater!" he heard Will yell out behind him as he scrambled to his feet to begin the chase. Maybe Mike was over thinking things. No matter what else changed around them, at the core his and Will's friendship would always be the same, he knew that much.

What he didn't know though was how, even after his head start, he still ended up losing the race to the kitchen and had to clear the table as Will looked on with a smug smile.

**Notes for the Chapter:**

> Slow, unathletic Mike is canon! Look it up!
> 
> Hope the smut wasn't too cringey lol. It was supposed to somewhat awkward and fumbly though, so that was by design.
> 
> At any rate, one more chapter left. I have a definite route I wanna go to end the story, so HOPEFULLY it won't take as long as this update...but no promises. 
> 
> As always, comments and kudos are much appreciated and help assure me that people are liking the direction of the story. Thanks for reading!


	4. Chapter 4

**Notes for the Chapter:**

> Yeah...sorry about the super long layoff, but this took forever to write. Good news is, this isn't the last chapter. I had to split it since it was getting so large. Bad news? Not a ton of smut in this chapter.
> 
> There is quite a bit of discussion on the subject though, including them going further than they've gone thus far. So here's your warning. You'll get plenty of chances to get out before the action starts next chapter, but if even talks of it make you uncomfortable, please don't read.
> 
> By the end of this chapter, Mike will be 15 (the show doesn't give a birthday for Mike, but I imagine him as an Autumn baby) and Will will be 14 and a half.

Mike stood nervously outside the Byers front door, steeling his courage before attempting to knock. It was about a week after officially becoming Will's boyfriend, and he was there for a sleepover. No, he wasn't nervous for _that_ reason. This was just a normal sleepover. 

The two of them had talked it out and set some ground rules for their relationship. After all it was a bit weird to have been so intimate with someone so abruptly at their age, but then blush at simple things like cuddling or holding hands when they were fortunate enough to get a moment alone. It was ridiculous really, so they decided that unless it was absolutely needed, meaning Will was having another episode, they would not engage in the level of sexual activities they were before. They were determined to let their relationship grow organically, as much as possible. And if it got to those levels again naturally, then so be it. But until then, it just took a lot of pressure off of everyone involved not to think about it.

So Mike's apprehension as he stood outside what had been his second home for years was for an entirely different reason - this would actually be his first time back at the Byers since the first incident had occurred. How would Joyce react to him being gone for so long? Would she want an explanation for his prolonged absence? For seemingly abandoning Will? Would she treat him differently? But it turned out his worry was largely for nothing. Joyce received him graciously as always, telling him to pull up a chair for lunch, which he did after greeting Will.

Mike smiled at the simple meal of mac & cheese with cut up hot dogs in it. He always kind of appreciated the oft times basic cuisine of the Byers house. His own mother made every meal a huge production. Don't get him wrong, he knew he was lucky, and he didn't begrudge her the perfectly home-cooked meals that had become her trademark. But there was just something about mealtime at Will's house that always made him feel relaxed and comfortable. The nerves he felt when first arriving quickly fell away as the trio made small talk, with the boys bemoaning the fact that summer was almost over, and their first year of high school would be starting soon. 

At some points during the conversation though, it became clear to the raven-haired teen that Joyce was staring at him when she thought he wasn't looking. Nothing malicious though. More with fondness and...gratitude? Apparently he wasn't the only one that noticed, because he soon heard Will give a not so subtle throat clear towards his mom to knock it off. Mike was definitely lost by this point, but said nothing as Will's warning seemed to have worked. He thought that would be the end of it, but he found out how wrong he was when Will excused himself to the restroom.

The woman fixed him with a smile before beginning. "You know Mike, it's really nice to have you back around the house again. Will missed you a lot you know."

"Oh, um, thanks Mrs. Byers," he replied, smiling back hoping to move on quickly. But Joyce was still staring at him, like she's expecting more. "I...missed him too."

That seemed to be the tipping point for the woman as she could no longer contain herself. "Listen, Will didn't want me to say anything, but...I can't help it. I just think it's so sweet what you're doing for Will, helping him out like you are."

Mike shut down his first reaction, which was to freak the fuck out. Because she couldn't be saying what he thought she was. Could she? No, he's sure he must be mistaken. There's just no way...

"Um, w-what are you talking about?"

"Oh, you don't have to pretend, Will told me how you're helping him. And I know it might seem a little embarrassing, but don't worry about it. I'm 100 percent okay with it. And I'm just so, so grateful you two are so close."

"He...he TOLD you!!?" The teen was suddenly having trouble getting air into his lungs, and he's sure his face must be the shade of a fire truck at this point. What the fuck was going on here!? How....could Will tell her about the things they've done?! And even weirder, WHY THE FUCK WAS SHE SO CALM ABOUT IT?!

Joyce just looked at him, as if amused by his reaction before continuing. "Calm down Mike. It's not _that_ big of a deal. It's fine, trust me."

"But....BUT -"

Before Mike could finish his sentence, the younger Byers reappeared, a confused look on his face. "What's not that big of a deal?" he asked.

Mike whirled on the boy, anger beginning to overtake him. "You told her about us, Will?!"

The look on Will's face went from confused to fearful in a matter of seconds. He was standing directly behind his mother, so he was safe from her line of sight as he frantically shook his head and mouthed the word 'no' before speaking aloud. "Yeah, I told her. About how you were nice enough to share my bed because I was having nightmares again," he said pointedly.

Oh. OH! Duh, of course he wouldn't have told her _everything_. Jesus, Wheeler, get a grip. Though he wasn't sure why Will had told her even that much, but after what secrets he thought had been revealed, this was a major upgrade.

"Oh, I'm sorry baby," Joyce said, addressing Will once more as he sat down. "I know I said I wouldn't say anything, and I won't tell anyone else. But I don't want you guys to have to pretend while you're over here. You never have to be embarrassed about your friendship in this house."

Will still seemed upset his mom had said anything, but Mike was more relieved now than anything else, so he mustered up his best smile. "Thanks Mrs. Byers, that means a lot."

She returned the smile before rising and giving a short ruffle to both of their hair, announcing she was going out to run some errands. As soon as she left, Mike collapsed face first onto the kitchen table. "Oh my god Will, that was awful," he murmured. "I almost blew it. Why did you tell her we were sharing a bed at all though?"

"I...I had to tell her something Mike," the shorter boy began. "I guess she saw us in bed together...that morning after the first time. And then you weren't around here for awhile, but suddenly today you were coming over again, so she started asking me a bunch of questions this morning. So I had to come up with something. I just hadn't had a chance to let you know yet. I'm sorry."

"No, no," Mike said, sitting up properly once again. "Don't apologize. It was quick thinking on your part, you did the right thing. Just...the way she phrased it really freaked me out."

The older boy went on to recount the part of the conversation that Will had missed while he was in the bathroom. But if he had expected his friend to be similarly disconcerted, he was very disappointed, as Will started giggling. He tried to hide it in an awkward cough at first, but it soon became full-fledged laughter as the reality of what Mike went through set in.

"O-oh my god! You must have been freaking the hell out!" he chortled.

"Uh, yeah. Not funny dude."

"No, no, but think about it," Will insisted, having difficulty speaking through his laughter. "She's talking to you about something innocent like sleeping in the same bed. Meanwhile, you're sitting there thinking that your secret boyfriend's mom is giving you her blessing to suc-"

"OKAY, Will, I get it," Mike cut in loudly, feeling a smile creep over his own face at the ludicrous situation, and before long he too was laughing in spite of himself. 

After the pair had finally calmed down, Will turned serious. "I just want you to know Mike...I will never, ever tell anyone about us without asking your permission. If it was just me coming out...that's one thing. But this is no longer just a personal decision. It affects you too, and I won't betray you like that, I promise."

The sincerity in Will's voice made Mike feel silly that he had ever thought otherwise. "I know that Will. Thank you. And I'm not saying we shouldn't ever tell people we're together...I'm just not ready yet. But when we both are...I think your mom might not be a bad person to start with."

"Agreed," Will stated simply before leaning over and pressing a quick kiss to Mike's lips. "Now to more important matters...did you remember to bring the new issue of Justice League over?"

_______________

The ensuing weeks were some of the best of Mike's life. Yeah, school started back up once September rolled around, but he had Will by his side now, which made it all bearable. Sure, he always had Will by his side even before this, and that didn't change. The easy teasing, the comfortable silences, the usual hangouts, the countless inside jokes - everything that made them best friends was intact and thriving. But now...now there was more. Secret kisses and hidden hand holds and that one semi-heated make out session that would've gotten them caught for sure if it wasn't for the squeaky floorboard outside Will's room that had signaled Joyce's approach.

But even though things were going well, Mike had learned from the events of the last two years to not get too comfortable. The good times rarely lasted in Hawkins. That's why when Will approached him at the beginning of October looking very pale and uncomfortable, Mike wasn't that shocked. He took it all in stride, telling Will not to worry, that they'd fix it together. There was one thing that concerned him though, but he pushed it to the back of his mind for now, choosing to focus on making Will feel better again. And so that afternoon after school, he did just that.

With it being a weekday, and the boys only having a short period of time before Joyce got home from work, it was a hurried thing. Mike simply pressed Will up against the closed bedroom door, lowered the younger boy's pants to the ground, and dropped to his knees in front of him. He politely declined reciprocation after he had finished, causing Will to give a little frown. The older boy knew Will felt like he was just using Mike. But they really _didn't_ have time, and the shadow of doubt and worry growing in Mike's mind was distracting him. So he just wrapped Will in a hug, assuring him that if/when there was a next time, it would be equal.

But the next time came quicker than Mike would've have preferred. And so did the time after that. Not that Mike didn't enjoy their little oral activities. Quite the contrary actually. In fact, he thought he was getting better and better at it each time, and he _knew_ Will was. Each time it happened, there was a tad less fumbling, a tad less awkwardness, and a _lot_ less embarrassment. This latest time, for example, Will not only didn't make Mike close his eyes as he went down on him, but he made deliberate, prolonged eye contact, hazel orbs locking with brown ones as he let Mike's cock slip past his lips.

So yeah, they were both definitely getting more comfortable with the procedure. But even beyond that, Mike found himself starting to like it more and more. Not just receiving it either, but actually performing the act on his friend, relishing in the way he could make him melt under his touch. Not to mention the fact that Mike had actually come to enjoy the taste of the younger boy, eagerly anticipating the release and then reveling in the moments when Will's seed splashed across his tongue.

So the act itself wasn't what Mike was dreading. But what really had him worried was by the end of November, there had been five more instances, each coming closer together than the last. So when Will came to school one Thursday in the middle of another episode during the first week of December, Mike knew it was time to share his thoughts with his boyfriend. "Will, can we talk?" he asked discreetly. "I'm...concerned."

Will's face immediately fell even more than it already was, obviously assuming the worst. "Mike, you don't have to keep helping me -"

"I'm always going to help you, Will," Mike cut him off, allaying his fears a bit. "I just think we need to talk first. Somewhere that no one can hear us for sure."

Of course they both knew where that spot was. The location didn't even have to be said aloud, with Will instead just saying, "After school then?"

"Yeah, after school," Mike agreed, giving him the warmest smile possible. He longed to bring Will into an embrace and hold him until his fears went away. But unfortunately, a comforting smile and a quick shoulder squeeze was about the most intimate they dared to be at school. But, Will seemed to get the message, attempting a grin back as the pair started for class.

______________

Will was clearly not invested in the small talk Mike was trying to make as the pair made their way to Castle Byers. But Mike wanted to be absolutely sure no one else could hear them before he brought up the real topic of conversation he had in mind - it was going to be hard enough as it was. When they finally reached their destination and slipped inside, Will just looked at the older boy expectantly, his face still hardened as if he was expecting the worst news ever. So naturally, Mike did the first thing that came to mind - pulled the younger boy close and pressed their lips together.

Will immediately became pliant under his touch, the tenseness easing from his smaller frame as he opened his mouth to deepen the kiss. Mike went along willingly, but just long enough to affirm his feelings to Will. He couldn't let this get carried away before he said what he had to say. After a few seconds more, he gently pulled away, smiling softly at the tinge in Will's cheeks.

"Wh-what was that for?" Will asked haltingly.

"What? I need a reason to kiss my boyfriend now?" Mike grinned back, loving the fact that his comment made Will's blush even deeper.

"No! Of course not. I mean, you can kiss me anytime you want. I mean..." Will trailed off with a rueful grin when he realized Mike was teasing him. "Okay, I admit I was worried when you said you wanted to talk. It...sounded serious, and I may have assumed the worst."

Mike sighed as he leaned back, taking Will's hand into his own. "I'm sorry...I didn't mean to worry you. I promise, this is definitely not a breakup conversation...but it is serious though." Will just nodded, urging Mike to continue. "So...have you noticed that your episodes are coming closer and closer together?"

"Yeah," Will frowned. "Well, I noticed that there were more of them at least. I didn't notice that each time was closer than the last though."

"Well, let's go through it to make sure," Mike said logically. "So the first time we...um...fixed you was back in March. You seemed to be okay for quite awhile after that. Do you remember when the cold first came back?"

"Yeah, sometime around the middle of June."

Mike's stomach felt like it just plummeted right through the ground. The middle of June!? Will never told him that. Mike had been so busy pulling away from his feelings for his best friend, he hadn't even noticed anything amiss with Will until the sleepover gone wrong in July. And even then he didn't get around to fixing him again until August. His face must have betrayed his sudden guilt because this time Will was the one rushing to comfort him. 

"Hey, Mike you can't blame yourself for -"

"For what? Being so caught up in my own feelings that I let you suffer for two months? By freaking out so bad I couldn't see what was going on with my best friend? By -"

The rest of Mike's self-berating tirade got lost in Will's mouth as the Byers boy cut him off with a gentle kiss. Mike relaxed under his touch, noting the role reversal from when they had first arrived at Castle Byers. His boyfriend looked at him seriously as he pulled back.

"That's in the past Mike. You're helping me now, that's what matters. You're the last person I would ever blame for this suffering. You're the only reason I'm able to feel normal at all, okay?"

Mike's nod was unsure at first, but Will's firmly fixed look said 'we're not moving on until you agree', so he managed a more convincing nod and a small smile. That seemed to appease the other boy for the moment. "Good, that's settled. Now, where were we...oh yeah, so June. So that was...about three months between attacks."

"Right," Mike confirmed. "Then the next time we fixed you was in mid-August. And that only lasted until the beginning of October. So...like six weeks," Mike continued, ticking the weeks off on his fingers. "Then again four weeks later. Then two more weeks at the beginning of November. Then last week..."

"And now it's back again," Will finished, frowning deeply. "You're right. It's coming back quicker and quicker each time. What....what do you think that means?"

There was nothing Mike wanted more than to have a positive answer to that question. To be able to tell Will that everything was going to be fine, not to worry about it. But he couldn't. Because really the end result could only be one thing. "I'm not really sure...but it appears that what we're doing to combat it is getting less and less effective. And I'm worried that...that pretty soon it won't work at all."

"You mean I'd be stuck this way forever!?" Will exclaimed, beginning to shiver at that prospect. "No...no, no, no. Mike, I can't go back to being like this permanently. I know I tried to tell you it wasn't that bad before, but it is, and I don't know what I would do if there was no hope of fixing it. I don't know if I could go -"

"Hey, hey, Will, take it easy," Mike shushed him, gathering the now shaking boy into his arms and pulling him into his lap. He didn't want to think about where that last line of Will's thinking was going. "No talk like that. There's always hope. I wouldn't have came to you like this if I didn't have an idea. Now...I don't know if it will do anything different, or if you'd even want to try it, but..."

The younger boy had calmed a bit from his outburst with Mike gently stroking his fingers through his hair. He looked up at Mike, a little bit of hope returning to his face. "What is it?"

Mike felt his face flush with the heat of a thousand suns. He hadn't really planned on proposing this plan with Will sitting in his lap, but here they were. "Just know, you can say no of course, and we'll try to think of something else," he started out, trying his best not to look directly at Will. "Well...I was just thinking you know...physical connection is the thing that seems to help drive whatever is affecting you away in the first place, right?"

"Y-yeah. That's what it seems."

"Yeah. Well we've gone down that path pretty far...but what I'm trying to say is there is another step we could take..."

Mike chanced a look down at Will's face, and saw pretty much what he expected at first. Confusion turning to understanding, then extreme embarrassment. He was sure the younger boy was one step away from hiding his face in Mike's chest or running out of Castle Byers altogether. Mike was just about to apologize and say to forget it, but then Will seemed to steady himself. Like he decided he wasn't going to run and hide from the situation. He wanted to face it head on. That being said, he _did_ carefully remove himself from Mike's lap before continuing the conversation though. Once he had settled himself, he looked the older boy straight in the eyes.

"You mean like...actual sex don't you? Not just, um, oral stuff. But actually..." he trailed off, which was fine with Mike. They both knew what they were talking about.

"Y-yeah," Mike confirmed. "And the thing is, I don't even know if that will actually work any better than what we're doing right now...but it's the only idea I have."

Will nodded, but the nerves and anxiety were clear on his face, so Mike hastened to clarify. "I'm not saying we do it right now Will. I mean, I don't even really know what all goes into that. I'm just saying...that maybe if the fix doesn't hold again this time...it's something to consider."

"Okay...yeah, something to consider," Will agreed. The younger boy looked considerably more calm now that he didn't think Mike was trying to put the decision to him now in that moment. Really it sucked that it had to be put to him at all. Under normal circumstances, at their age, at this fairly new stage in their relationship, the subject wouldn't have been broached at all for some time probably. But the circumstances were anything but normal, as Mike was reminded as he reached out once again to squeeze Will's hand, the coolness of his boyfriend's skin immediately apparent.

"But until then," Mike grinned waggling his eyebrows suggestively, trying to break the tension as he slid his hand playfully up his boyfriend's leg. "Do you want me to tide you over..."

"What?! Right here?" Will asked, blushing a bit.

"Yeah, sure, why not?" Mike shrugged, giving Will's thigh a squeeze. "No one will disturb us out here. We'll make it a quick one."

"That's...so weird though." Will protested weakly.

"Really? Your friend here seems to be excited at the prospect," Mike teased, ghosting his hand over the growing bulge in Will's jeans. The Byers boy just glared at him, his face a bit red at being called out like that.

"You know, you're an strange one Wheeler," Will muttered sulkily. But, Mike noted with a grin, that didn't stop Will from rising up on his knees, unzipping his jeans, and fishing his member out through the hole. 

Mike briefly thought about teasing his boyfriend for giving in so quickly - but the sight of Will's cock right in front of his face was making his mouth start to water. So he instead settled for simply leaning forward and taking the length into his mouth, happy with hearing the first of many contented sighs coming from the boy above him.

_______________

Two days later Mike Wheeler found himself waking up to his alarm clock at 8:00 a.m. sharp. Which for anyone who knew the boy even a little would seem like a minor miracle. Usually Mike was nearly impossible to wake up on a Saturday any time before eleven. But today was different - today, he had something important to do. He threw on some clothes and headed down the stairs past the kitchen, where his mother did a double take.

"Michael? What on earth...what time is it?" she asked, checking her watch. Mike didn't bother answering, stopping only for a quick glass of orange juice before heading to the front door. "Where are you going so early in the morning?"

"Library. Big book report due next week. Want to get an early start," he called back as he slipped on his shoes. "Be back in a bit."

He was out the door before she could question it further. He wasn't exactly _lying_ , but it wasn't the whole truth either. Mike had another reason to want to go to the library than just getting the book for his book report. A ten minute bike ride brought the boy to the rather large public library that resided in the middle of Hawkins. It was nearly deserted as he walked in, which was just what he was hoping for. The librarian gave him a cursory greeting before turning back to the pile of books that she was currently sorting.

The boy leisurely made his way through to the parts of the library that he usually went to when he came, filled with fantasy stories and D&D reference books. He selected a few large tomes, not because he was interested in reading them, but because they would provide adequate cover from prying eyes for the books he was really after. After making sure no one was around, he quickly moved over to where the more educational books were held.

His face felt like it was on fire as he located a row of books dealing with human sexuality. He knew he and Will didn't know enough to be rushing into having sex. He needed more knowledge on the subject, as he only knew the very basic of what intercourse between two males entailed. And the very _last_ thing he wanted to do was have someone get hurt because they didn't know what they were doing. 

He briefly thumbed through the books until he found a couple that looked promising, and lugged his haul to a table in the very corner of the building. He wanted to be sure no one could come up from behind and surprise him. He set up one of the large D&D reference books in front of him as cover, and then began reading on his targeted area. 

Twenty minutes later a red-faced Mike rose from the table, armed with a great deal more knowledge than he had had previously. Who knew there was so much pre-work that went into anal sex? Cleaning, lubrication, stretching...Mike had no idea how he was going to convey all of this to Will without dying from embarrassment. But, it was better than not knowing at all he supposed.

He left his stack of books right at the table, with the embarrassing ones hidden at the bottom of the pile. The librarians could put them back later. He was halfway to the door before he remembered he was supposed to be getting his book report book. He quickly ran back and located it, anxious to get out of the place. That's probably the reason he wasn't paying much attention as he collided full force with someone who was trying to enter the same aisle he was leaving.

"Oomph," Mike grunted loudly as he staggered backwards. Luckily the person that he ran into wasn't very big, otherwise he would've been knocked over for sure. He looked down with an apology on his lips only to see his boyfriend standing before him, somehow too having kept his balance.

"Oh, hey Mike," he said, nonchalantly. 

"Will!? What are you doing here?"

"Uh, the same thing as you, it appears," Will answered cheerfully.

Mike's brain immediately popped back to the research he had been doing, making him flush all over again. "Wh-what?"

"Book report, right?" Will said, picking up the copy of Animal Farm that Mike had dropped during the collision. He seemed more than a little puzzled by Mike's flustered reaction.

"Oh. Um, right, yeah. Book report," Mike offered lamely, accepting the book back from his friend. "Did you, uh, want me to stay and help you find yours?"

"Nah, that's alright. I was going to hang around and read some of it here where it's nice and quiet. And you looked like you were in a hurry to get somewhere?"

"Uh, yeah, outta here," Mike thought to himself. But aloud he just said, "Yeah kinda," before changing the subject. "How are you...um...feeling today?"

"Still good," Will assured him with a smile, looking around carefully before reaching out and giving Mike's hand a quick squeeze, the warmth emanating from him giving Mike some much needed relief. His face turned wistful a second later though. "Sucks we can't hang out this weekend, huh?"

Will's mother had gotten a Saturday off for the first time in _forever_ , and had taken it on herself to plan a mother-son day, saying she didn't get to spend as much time with Will as she would like. After leaving the library, the Byers boy was slated for a trip to the comic store to pick out a few comics, and then dinner and a movie.

Meanwhile, Mike and his family were going out of town Sunday to visit Karen's parents. It was a bit of a drive, probably 90 minutes each way, but it had been six months since they had visited, and Karen had finally ran out of excuses to get out of it.

Now, neither boy really minded their weekend plans. Will was grateful that his mom would use her only Saturday off in ages to spend time with him instead of using it for herself to relax. And Mike didn't mind going to see his grandparents. The drive was a little annoying, but his grandmother's food was always delicious (clearly where Karen had gotten her cooking skills from), and his grandpa always slipped him some extra spending money when Mike's parents weren't looking.

So really, both of them were excited. It was just a case of unfortunate timing. "Can't be helped," Mike said philosophically. "We'll see each other on Monday though. And I'll try to call when I get back in town tomorrow, okay?"

"Sounds good," Will agreed. "I'll let you get back to wherever you were rushing now."

Mike was puzzled for a moment before he remembered his attempted hasty exit from this building. Talking to Will had really calmed him down though. So while he wasn't going to run from the library like someone was chasing him...he was still ready to get the fuck out of there. So with a playful elbow jostle and a hasty goodbye, he left the aisle, checked out his book report book, and biked home, hoping to get in a little relaxation before the long drive tomorrow.

_________

Mike slowly sat up in his bed and looked at the clock on his nightstand reading half past midnight and vaguely wondered what had woke him up. He had only been asleep for maybe thirty minutes as he had stayed up later than he probably should have reading (turns out Animal Farm was really quite interesting), though he told himself it didn't matter, as he'd have plenty of time to sleep during the car ride. Those thoughts were quickly put to the side when he heard Will's staticky voice coming from the Supercom on his nightstand.

"Mike? Are you awake? Over."

The raven-haired teen shot out his hand so fast to grab it that he ended up slamming it right into the nightstand instead. After a string of whispered curses, he reached out to pick it up, more carefully this time. "Will, this is Mike. Is everything okay? Over."

"Ye-yeah. I mean, no. Well...I'm not in immediate danger, but -"

"It's back again," Mike finished for him. "Fuck."

"Yeah...it's back," Will confirmed. "I started feeling like crap halfway through the movie. I think my mom noticed something was up this time, because she started asking if I was okay every fifteen minutes, and wouldn't leave my side. I only got her to go to bed like a half hour ago."

"Shit...Will, I'm so sorry it's back already, man. I wish there was something I could..." Mike trailed off as his mind started racing, a nebulous plan beginning to come together. "Will...are you free tomorrow?"

"Me? Yeah, I'm free. But you're not though...wait, no, Mike. You can't skip going to your grandparents. I didn't tell you this to guilt you into fixing me again. I only told you because I promised I would tell you immediately whenever this happened. I can wait until Monday, I'll just power through it, really."

The older boy wouldn't hear of it though. "No dice Byers. You just be over here at noon tomorrow. I'll be waiting for you."

"But how will you get out of your trip?" 

"Don't worry, I'll think of something," Mike reassured him. "I always do."

**Notes for the Chapter:**

> Me: See, I told you, length was getting out of hand, there was nothing I could do.
> 
> Reader: What if you didn't waste 1500 words on that unfunny gag with Joyce and Mike at the beginning?
> 
> Me: ....I have no response to that.
> 
> Reader, shaking head: You never do....you never do.
> 
> Anyways, good news, I have the vast majority of the next chapter written already. So...it really shouldn't be too long this time. Big chapter coming up next. As always, comments are welcomed! Thanks for reading.


	5. Chapter 5

**Notes for the Chapter:**

> Okay, here it is, the main event. Even after splitting it, this chapter still kind of got away from me length-wise. But oh well, it is what it is. 
> 
> FINAL WARNING - This chapter will contain very explicit consensual underage sex. Mike is 15 years old, Will is 14 and a half. If this bothers you, there is the definite option of not reading. For everyone else, enjoy!

Mike had told Will he would think of something to get out of the trip. Turns out 'something' was as simple as suddenly developing a splitting headache and nausea-like symptoms when his mother came to wake him up the next morning. The boy only had to bring up the _prospect_ of getting carsick on the ride for his father to nix the possibility of him going. Clearly the thought of Mike vomiting in his new sedan was not something that Ted wanted to contend with.

Karen hemmed and hawed about just canceling the whole trip, but Mike finally managed to convince her he'd be alright alone for the day. "Well...alright. Just take it easy and get some rest then. We'll be home as soon as we can." 

Now, this probably never would've worked if Mike had been trying to get out of going to school. But Mike had always liked visiting his grandparents, so Karen had no reason to question or doubt his symptoms. The rest of the Wheelers left at about 10:00 a.m., giving Mike plenty of time to shower and get ready for Will to come over. When the boy showed up just after noon, he tried to give Mike a quick smile. But it came across forced, and Mike could practically see the worry written all over Will's face.

The older boy led the way down to the basement, hoping to ease Will's concerns a bit, and possibly go over a plan for the afternoon. But as soon as the pair made it down the stairs, Will grabbed onto Mike, pulling him down for a deep kiss. The raven-haired teen groaned in surprise, a little shocked at how forward Will was being. But it didn't take long before Mike was eagerly returning Will's passion. The smaller boy steered Mike backwards until he landed on the couch, climbing up into his lap afterwards and continuing his assault on Mike's lips. Normally, Mike would probably find this hot and just go with the flow. But this wasn't dominant Will - this was scared Will. Needy Will. _Desperate_ Will. And that wasn't a turn on, not at all.

"Hey, whoa, can we...slow down a little?" Mike asked, gently putting his hands on Will's shoulders. The other boy lowered his head, disappointed as he leaned back slowly. "Can you talk to me Will? What's wrong?"

"I'm sorry," he whispered haltingly.

"Will I'm not angry, you don't have to apologize...just..."

"I'm scared, okay?" Will said, finally raising his face. Mike was heartbroken to see tears welling up in his boyfriend's eyes. "It only took two days to come back this time Mike. This might be our last chance to fix it before...I'm stuck like this."

Mike immediately gathered the boy back into his embrace, holding Will tightly as he sobbed into his shoulder. "We're not gonna let that happen," he said firmly. He wished he was as confident as he sounded, but the coolness of the boy on top of him was seeping through his clothes, causing Mike to let out an involuntary shiver. 

He brought up his hands, rubbing them all over Will's back and arms, just as he had done on their first night together. And just like then, Mike gradually felt Will's temperature rise back to normal levels. At some point Will had stopped crying into Mike's shoulder, and was taking advantage of his current position to start placing kisses up and down Mike's neck. They had started innocently enough, feather-light and fluttering. But they steadily grew more and more heated until a particularly harsh suck right behind an ear drew a moan from Mike's throat.

It was then Mike realized one big thing that was different from that first night - he was the one that was unquestionably hard. His erection was throbbing, and there was no way that Will didn't feel it, what with his ass settled firmly onto Mike's groin. "Will..." Mike let out, low and breathy. The younger boy stopped his ministrations for just a second, but didn't bother to move, instead just tilting his head slightly to the side to whisper in Mike's ear.

"I wanna try what we talked about."

There was no need for clarification - they both knew what Will meant. Still, the abruptness of it took Mike a bit off guard. "You mean right now?"

This time Will pulled back enough to look into Mike's eyes. "I don't know that we'll have another chance. This could be the last time it will work," he said, fighting to keep the desperation out of his voice. All of the sudden something changed in his features though, as if a thought occurred to him. "But if it's too soon Mike, I completely understand. I don't want to pressure you into doing something you don't want to -"

"I do, Will," Mike cut him off. "Like you said...it might be the only chance we have. I just....I just want to be sure you're ready."

Will let out an exasperated laugh, void of any humor. "Ready? I don't know if that's the right word to use. But I've done a lot of thinking over the past two days since you brought it up...and I'm as ready as I'm going to be. And the one thing I know for sure is, I trust you Mike. I know you won't hurt me."

Mike expected the intense eye contact in their current position to be uncomfortable, but it was anything but that. Will's firm declaration, punctuated by his first small smile of the night, did wonders to calm Mike's racing heart as he found himself smiling softly right back. "Okay then Will. Let's do it."

"Okay," Will replied, his trademark grin growing broader, "let's do it."

Mike knew he was doing the right thing - he couldn't just sit by and do nothing while the best smile the world has ever seen was lost forever. He was more prepared this time when Will dived in again and connected their lips once more. 

Now that the pair both knew what this was leading to - now that they both knew what the conclusion of today's activities would be - there was a tangible shift in the room. The atmosphere had gotten heavy as they continued their makeout session, the heat rolling off of Will in waves now. There was something niggling at the back of Mike's mind though. Something important. But as Will began timidly but deliberately grinding his ass down against Mike's cock, he couldn't bother to remember what it was.

Both of their shirts were quickly discarded, tossed haphazardly across the room. Will was grinding in earnest now, his breathing becoming more ragged as he steadily moved against Mike's groin. The older boy's jeans were nearly unbearably tight, and he seemed to have lost control of his pelvis as he was now bucking up to meet Will's gyrations with his own. The constricting denim was becoming a real problem though, and -

"Ah," Mike breathed out an audible sigh of relief as Will's hands snaked between the two of them to pop the button of Mike's jeans open and unzip the zipper. It also had the added effect of refocusing Mike's mind, as if the broken silence had cleared whatever spell he had been under. 

"Will, wait," he breathed out, putting a hand on his shoulder. Will immediately ceased his actions, looking at Mike questioningly. "Don't worry, I'm not having second thoughts. It's just...there's a few things we need to do to get ready before -"

"Mike, don't worry, I'm ready," Will said impatiently.

"No, Will, I know you think you are, but trust me there's -"

"Mike," Will said, sitting back and locking eyes with him meaningfully. "I'm ready."

Oh? Oh! But how...how did Will know what being ready entailed? Mike puzzled over this for a few moments before the answer hit him. The library! Of course! Will's face broke out into a grin as the realization became clear on Mike's face.

"I told you we were both probably there for the same reason, didn't I?" he said, a twinkle in his eye. "I guess we both had the same idea to do some, um, research. But you looked so freaked out when I ran into you there, I thought I should probably play it cool rather than risk you having a public meltdown."

"That...was probably a good move," Mike admitted ruefully. "I was pretty nervous."

"Yeah, I could tell. You didn't even put your books back. Anyways, I assume that was your trove of books I found at the back table...unless there was another D&D nerd that just happened to also be looking up human sexuality as well."

Mike could feel his face flame red, but he said nothing so Will continued. "Don't worry, after I was done, I put them back for you."

"B-but the library was super busy by that time!" Mike spluttered. "What if someone saw you?!"

"...what if they did? No one would say anything to me about it. Besides, if they did, I could just say there was a biology project coming up that I was researching or something. They were just general human sexuality books, Mikey. Not books that said 'Hey I'm having queer sex with my best friend!' all over the cover."

Mike choked on a bit on air as he looked up at Will. The younger boy could barely keep a straight face before bursting into laughter at Mike's reaction. Yeah...thanks to their make out session, Will was definitely feeling a bit better. You could probably tell just as well from the return of his sneaky, biting humor as you could from his temperature. And Mike loved every bit of it - even if he was currently the butt of the joke.

"Okay, okay, wise guy," he replied, unable to keep the grin from his own face. He quickly turned serious again as the subject changed back to the matter at hand once more. "So you're saying you're ready? That means you want to be the one that....because you know, if you're unsure, I could do it instead, and -"

"I want to do it Mike," Will said firmly. "I mean...sometime in the future, I'd definitely be interested in the other way around. But I feel like our best chance for this is if you're the one to...um...do it to me."

Mike nodded, trying his best to portray calmness, even though his mind and body were both anything but. "Okay Will, if that's what you want. And you're...prepared?"

"Actually," Will cut in, choosing this moment to crawl off of Mike's lap, plopping down beside him on the couch. "I was kind of hoping that you, um, could help to stretch me. I...I'm clean, but I got scared to do that part alone. If you don't want to though, I understand and..."

Will trailed off, clearly embarrassed, doing his best to look anywhere but at Mike directly. But Mike simply placed a comforting hand on Will's shoulder. "Of course I do. Remember what I told you? I'll always help you Will," he said, offering his most reassuring smile, finally getting Will to return his gaze. "Listen, why don't you, uh, stay here and get ready while I go grab a couple of things, okay?"

Mike got to his feet and took a couple of steps before stumbling, his now unfastened pants starting to fall down his legs. He let out a curse before he heard muffled giggling behind him. He turned to find Will doing a not very good job of trying to contain his laughter. Mike raised an eyebrow at him accusingly before shrugging and kicking his pants off the rest of the way and continuing only in his underwear, causing Will to lose it completely.

This was good, Mike thought to himself, the delightful sound of Will's laughter following him up the stairs. Will needed to be relaxed for this - they both did, really. He made a few stops to gather some supplies he thought would be helpful: a towel, a dampened rag, and a bottle of lotion. He paused at the top of the stairs leading back down to the basement as the realization hit him - he was about to have sex with Will. Not just oral sex, but full-blown sex. With his male best friend.

He would be lying to himself if he said he wasn't nervous. He let out a dry chuckle as he thought of what his father would say if he found out what was happening in the basement of his home. But even through all those thoughts, Mike never considered actually backing out. There was one overriding thought, one important reason that he wouldn't. That he couldn't.

The thought of Will being stuck suffering forever was too much to bear. His mind kept flashing back to Friday in Castle Byers. To Will's tearful ramblings about how if he was stuck like that, he didn't know if he could....Mike had cut that sentence off, but there was no question where it was leading. Will might seriously consider just ending it all if he couldn't be cured. Mike had already lived in a world where Will Byers was gone - he would do everything possible to make sure that didn't happen again.

And besides, Mike thought to himself, willing his mind back to more light-hearted topics - his body didn't seem to mind the idea of having sex with Will an awful lot. Even after his supply gathering trip, his erection still hadn't fully dissipated. That thought brought a smirk to his face and got his feet moving once again.

"Alright Will, I think I got everyth-"

Mike stopped short and nearly dropped everything he was carrying at the sight in front of him. Will had taken it upon himself to clear a space on the basement floor, and was in the process of spreading out one of the extra-large sleeping bags the Wheelers kept down here for camping trips. And just now the boy was bent over, knees slightly spread as he tried to get a stubborn corner of the fabric to lay flat. All of this Mike would've taken in without batting an eye except for one important fact - Will Byers was stark naked.

It only lasted an instant, but Mike was sure that moment would be burned into his memory forever. He saw pretty much everything there was to see. The full, round, perfect globes that made up Will's ass. The scrotum hanging down between his legs, jiggling just a bit as he struggled with the blanket. And a peek...just a glance at the smooth pink hole that had shown itself in Will's current spread position. And if Mike wasn't hard before, he certainly was now. But it was all gone in a flash as Will snapped back up and spun around at the sound of Mike's voice.

"H-hey Mike!" he squeaked out. "That was fast. I was just, uh, getting things ready."

"So I see," Mike said with a small smirk. Will blushed tomato red and quickly drew his hands in front of his groin. "What, you're shy all of the sudden now?"

"Well, no...not exactly...but you're wearing more clothes than I am, it's not fair."

Mike looked down at his white briefs and shrugged before nonchalantly wiggling them down and off his legs, his erection slapping his stomach as it sprang free. He tried his best not to grimace as he felt the wet spot of precum it left behind on his torso. "There...happy?"

"Not yet, but I hope to be soon," Will said, attempting a joke. But it fell flat as the meaning of his words hung heavy in the air. The boy's future happiness could very well be riding on this impending act. 

Not wanting the atmosphere to get any gloomier Mike unceremoniously dumped the supplies on the ground next to the sleeping bag, and strode forward to draw his boyfriend back into a fervent kiss. Mike could feel how Will had already lost some of the effects from their earlier make out session, his skin feeling just a tad cool under Mike's touch. And well, there's just no way Mike was going to stand for that.

He pulled his mouth away from the other boy's, but only so he could trail hot kisses over his jaw line and down his neck, desperately breathing in Will's clean scent at every chance. He snaked a hand between their pressed together torsos, locating Will's cock. He had still been flaccid when Mike got back downstairs, but it seemed now he was starting to stiffen. Mike felt it pulse to life in his hand as he gave it several gentle strokes, never stopping his assault on the shorter boy's neck.

"Mmm, Mike," Will moaned out, his hands clutching at Mike's shoulders for balance. Mike could sense Will's temperature began to rise again, but he still felt tense under his touch.

"You trust me, don't you Will?" Mike whispered into his boyfriend's ear.

"O-of course I do Mike."

"Okay then...relax. I swear, I'm going to take good care of you," Mike said as he feel to his knees in front of Will and his now erect member. He barely heard the whimpers of pleasure as he took Will into his mouth, the salty tang of precum only serving as an appetizer to Mike's hunger. Holding his hips steady, he slowly took him all the way down until his lips were tightly circling the base. He could feel Will's hands grasping wildly at his hair, searching for anything to hold on to.

As he worked his way back up to the tip, Mike began rubbing small circles into the outsides of Will's hipbones. The movement was obviously lost on Will, as he has more pressing sensations running through him at the moment with Mike dipping his tongue across Will's slit.

"Ah! Shit....Mike. Fuck."

The older boy just barely held back a grin hearing the filth pour from Will's mouth. Never before they started doing these activities together had he heard the boy curse that much. Not to say it never happened - perhaps a 'damn' here, or a 'shit' there if he was really frustrated. But it was like being in these moments, in these positions, somehow switched Will's filter to the off position.

Mike was snapped out of his musings as Will thrust all the way back into his mouth. He happily took the intrusion, using the movement to move his hands from Will's hips around onto his ass. And that brought everything to a temporary halt as Will's hips stilled, his hands tightening in Mike's hair almost to the point of pain. The tension that had been melting out of his body was back in an instant and Mike could hear the shortened breaths coming from above.

"He's scared," Mike thought to himself. "Of course he is. Why wouldn't he be?"

But they had to get over this. Mike would go as slow as Will wanted, but he couldn't back off. The stakes were too high. He resumed his blowjob, gently suckling Will's length until the boy relaxed some, leaving his hands firmly planted on Will's backside. With Will distracted once again, Mike began kneading the cheeks of his ass, the fleshy globes filling his hands perfectly. This was really the most Mike had gotten to feel up his boyfriend in this manner. Sure, he'd gotten a handful once or twice before when they were in one of their sessions. But it was usually just a quick squeeze, and the tension was never this thick.

But now...now his hands were traveling all over Will's ass, leaving no curve untouched. One finger daringly slipped between the cheeks, running lightly down the crevice until it gently fluttered over the puckered entrance. Just the feeling of passing over his ultimate destination had Mike moaning around Will's cock and - 

"Fuck, Mike, stop," Will said suddenly, jerking himself out of Mike's mouth. For a moment Mike thought he had gone too far, or too fast, but Will just looked down at him a little embarrassed. "Sorry...I was really close to cumming already though." 

"Oh! Um...sorry. I got a little carried away I guess," Mike said sheepishly. "Why don't you come down here. You know...if you're ready for me to stretch you."

The gulp was actually visible as Mike watched Will's throat, but the boy simply nodded. "W-where do you want me?"

"I think right here, probably on your hands and knees would be easiest."

Will took one more deep breath before he got into position resting on his knees and elbows, burying his face into his forearms. His legs were spread about shoulder width apart, giving Mike a view similar to the one he had when he first returned to the basement. He could see everything. The gentle curve of Will's backside, his smooth thighs, his balls dangling between his legs, and then there was what all this was leading to. The tight, puckered hole that he would soon be inside of, if all went well.

With shaking hands, Mike reached out and grabbed the bottle of lotion, squirting a decent amount onto his palm. He rubbed his hands together to warm the lotion up, knowing it probably wouldn't be pleasant in that spot if it was ice cold. "Will...is it okay if I begin?" He was conscious of not asking Will if he was 'ready', as the younger boy had already disliked that word choice earlier.

"Yeah...go ahead."

Will's voice was shaky and uncomfortable. This position had to be quite embarrassing for him, so Mike began quickly, hoping not to draw out the process any more than necessary. With two lotion-covered fingers, he carefully ran down the length of Will's crack, leaving the slick substance behind in his wake. Will gasped a bit at the touch, but didn't move, so Mike took that as leave to continue. He took special care when he got to the entrance, circling around and around the outside of it, coating it with as much lubrication as possible.

He applied gentle force, pressing against it but not yet actually trying to enter in. Nevertheless, he felt Will tense up. "Remember to relax, okay Will? I'll tell you before I actually go in." He tried to keep his voice nice and even, but he heard the warble in it as he spoke. Still, the words seemed to calm his friend at least somewhat. Mike applied another coat of lotion, getting Will familiar with the feeling of being touched there. Once he felt that Will was as relaxed as he was going to be, he slathered his fingers once more.

"Okay...I'm starting with one finger. Remember to relax."

Mike's index finger slid in up to the first knuckle rather easily, all things considered, but it was about then that he heard a muffled grunt and felt Will clench around him, and fuck it was tight. "There's no way I'm gonna be able to fit in there!" he silently thought, before quickly reprimanding himself. There was no turning back now. If he showed even the slightest bit of panic, that might scare Will and make things that much worse. So instead he took his other hand and gently rubbed circles into Will's hip. "It's okay man, I'm going slow. Just relax."

He swore he heard some sort of derisive mutter, but couldn't make anything out. It seemed to work though as he felt the ring of muscles relax slightly to their former state. "There we go," he said, pushing in until his finger was fully inside. He slowly drew it back out until just the tip remained before sliding it back in again, never ceasing the gentle massage on Will's hip. Mike gradually sped his fingering up until he was going at a fairly decent speed, no longer feeling any clenching from the boy beneath him. After another few minutes he drew his finger all the way out. "I'm adding another Will, okay?"

"O-okay." It was the first words Will had spoken since they had started the process, and Mike cringed at the nervousness in them.

"I-if it's too much, tell me, and we'll go back to one," he said, trying to sound as confident as possible. Lining up his middle finger next to his index, he tried to push back in, but it was a lot tighter fit and he was met with resistance. "Come on buddy, relax."

The dark-haired boy tried again, pushing harder, and was rewarded when his fingers slipped back in to Will's heat. But the sense of victory was short-lived as he heard a sharp hiss of pain underneath him. "Shit, Will, you okay? Should I stop?"

"No!...no. Just...don't move for a second. It doesn't hurt too bad, just stings a little bit. Just...have to adjust." After about a minute of sitting there with two fingers buried deep within his best friend, Mike got permission to move again. "Okay...slow please."

And slow it was. Purposefully at first. But when Mike tried to pick up speed like he had with one finger, he was met with resistance, so he had no choice but to deliberately continue his work at a snail's pace, pumping and scissoring his fingers as gently as he could. He had almost given up when he felt Will loosen up all of the sudden, as if an invisible barrier had been breached.

"There we go....you still okay down there?"

"Mmmm, yeah," Will murmured into his arms. "It's actually...starting to feel...not so bad."

Well, that was a start at least. But Mike knew this was supposed to be pleasurable for both parties, if the books he read were to be believed. He just had to find that special spot within Will. He began pumping in at different angles, different depths, probing for it. The pleasurable sounds escaping from Will became louder and louder, each moan more lustful than the last.

"Fuck," Mike whispered to himself as he felt Will loosen up more and more. When he added in the third finger, it slipped in with almost no resistance at all. So Mike drove them in deep, crooking the ends of his fingers slightly.

"AHHH!" Will shouted out, jerking forward. For a horrifying second Mike thought he had hurt him, but that was not the case. "Holy shit...do that again."

Mike hesitated a second before complying, angling in at the exact same way. "Mmmmm, yes. That right there."

Ah, he had found it finally. Will's prostate. Now that he knew what he was aiming for, he tried his best to hit it every time, eliciting all manner of gasps and sounds from the boy beneath him. "Mike, s-stop. Anymore and I..."

Will trailed off, but Mike understood as he finally withdrew his fingers. He wiped them off on the nearby towel before clearing his throat awkwardly. "So, um...you think you're..."

"Ready? Yeah, I'm probably as ready as I'm going to get," Will said, finally raising his head up to look back at Mike over his shoulder. A bit of a grin appeared on his face suddenly. "Doesn't look like you're quite ready anymore though."

Mike was puzzled at first as to what Will was talking about until he looked down and saw his own erection had mostly faded away. He had been so focused on preparing Will without hurting him, all thought of his own need had been pushed aside. "Oh...shit. Sorry, just, uh, give me one minute," he said, grabbing at his shaft and trying to stroke it back to life.

"Wait...let me," Will offered, sitting up facing Mike.

"You sure?"

"Yeah, you prepared me. It's the least I can do to return the favor."

Mike nodded and rose up on his knees until his dick was in front of Will's face. The boy grabbed his cock and gave it a few strokes before guiding it between his lips. No matter how many times this happened, Mike was sure he would never get used to it. It didn't take long before he was back at full mast and ready to go. 

Just as Will went back to return to his former position, Mike had a thought. If Will went back to how he was before, he'd have a great view of Will's ass, and back, and the back of his head. But he wouldn't be able to see Will's face if they did it like that. 

"Hey Will? Do you think....um...it would be okay if you were laying on your back?"

Will movements froze entirely as he made eye contact. "I might actually die of embarrassment Mike, this is going to be hard enough," he muttered. "Why are you asking?"

"I know it would be embarrassing...it's just...like that, I won't be able to tell if I'm hurting you or not. If I could see your face, I'd be able to respond better to what's going on and..." Mike broke off with a sigh. "You don't have to though. It was just a thought."

Will said nothing for a few moments as he studied the boy in front of him. Finally, with a resigned sigh he fell backwards onto his back. "Well...I can't really refuse it when you put it that way," Will grumbled as he flipped around. "You're kinda sappy, you know that?"

"I'm a romantic, sue me," Mike grinned as he grabbed a pillow from the couch and placed it under Will's lower back to give him a better angle. He then grabbed the lotion and drizzled a good amount over his length, using a couple of quick strokes to spread it out. He scooted into position on his knees before resting back with his legs folded under him. He then gently raised Will's legs up until the back of his boyfriend's thighs were resting on top of his own spread legs. Will's entrance was clearly visible in this position, and Mike knew how vulnerable he must feel. How much he must trust him to allow Mike to put him in this position. And he also couldn't help but notice how close his own dick was to Will's hole.

When he looked down at Will's face though, there wasn't as much embarrassment as he thought there would be. But the nervousness was as clear as day, written all over his features. Even so, he was the first to speak. "Mike, hurry up and start...before I lose my nerve."

"Uh, right. Sorry. Here I go then. Just remember to tell me if you need to stop. And remember to -"

"I swear to god Mike, if you tell me to relax one more time..." Will muttered.

"Um...breathe. Yeah, remember to breathe is what I was going to say," Mike amended awkwardly. There was a brief silence as they locked eyes before both boys let loose a wry laugh at the same time.

The tension dispelled somewhat, Mike took a deep breath and grabbed his dick. He lined up carefully, easing forward until the tip was pressed up right against the entrance. Fuck...he was really doing this. _They_ were really doing this. But he knew the reason why and what could happen if they didn't, so there was really no backing out now. He pressed forward, slowly but firmly, feeling the resistance as he tried to enter. He pushed harder, but that just resulted in his cock slipping from its target and running all the way up the length of Will's crack. Both boys let out an involuntary moan at Mike's wayward thrust, even the minimal friction driving them crazy.

"Fuck, sorry," Mike apologized, his face on fire as he readjusted to try again. This time he kept his hand wrapped around his cock as he pressed forward, ensuring it would stay on its intended course. It took a good deal more pressure than he thought it would, but the head finally popped in, earning a hiss from both boys. He felt Will tense up for only a moment before making himself relax again. The dark-haired boy nodded encouragingly as he continued to slowly push forward.

One. Two. Three. 

Mike watched as the inches slowly disappeared inside his best friend. 

Four. Five. 

Nearly there. Just a bit more...

Mike let out a deep breath he hadn't realized he had been holding as he felt his pelvis press up directly against Will's backside, signifying he had made it all the way in. The feeling was...nearly indescribable. In Mike's brief sexual history he had felt the pleasure of Will's hand and Will's mouth, and both had their advantages. The hand was warm and firm and tight. The mouth was hot and wet, but lacked the firm grip. But this...what Mike was feeling now...was like the best of both worlds.

Being inside Will like this was warm and wet _and_ tight. So, so tight. Almost unbearably so. It was amazing. But yet, Mike couldn't bring himself to fully enjoy it, because at this moment the vast majority of his attention was locked on Will. The boy had avoided crying out in pain, but as Mike looked at him now, it seemed like it was taking everything he could not to. His breathing was shallow and rapid, he was desperately biting down on his lower lip, and Mike could _just_ see traces of tears coming out of his clenched shut eyes. 

"Shit, Will, are you...I mean, obviously you're not okay. I'm sorry, we didn't prepare you well enough. I'll pull out, and -"

"No, Mike just...wait," Will replied with labored breathing as he tried to wait for his body to adjust. "I don't want to give up so easily. It hurts...but it's not unbearable. Just give me a minute before you move."

Mike hated that he was causing Will pain, but if Will wanted to try to fight through this, then Mike had to be strong for him. "Okay Will. Just...let me know if it gets to be too much."

Even though it wasn't easy for Mike, he just sat there, sheathed deep into his friend, being careful not to move at all. Gradually, Will's breathing slowed and became more regular. Some of the tension and pain left his face. Determinedly, he scrubbed the tears away from his eyes with the back of his hands before looking at his friend. "Okay Mike," he declared, taking a deep breath. "Slowly."

With a reassuring nod, Mike deliberately slid about halfway out before pushing slowly back in. Will gasped again and his back arched slightly up off of the floor as Mike fully buried himself once again. But there were no more tears, and he didn't call for a stop, so Mike continued. Even with all the lotion, everything was so tight, and going at such a slow pace was hard work for Mike. Beads of sweat were standing out on his forehead now as he proceeded his careful thrusting. If only he could speed up a bit, get a rhythm going, that would make things easier.

His persistence did seem to be paying off though. The sounds that he was drawing out from his boyfriend sounded less painful and more pleasurable with every thrust. Will's dick, which had gone woefully limp with the pain of Mike's initial entry, was now stiffening once more. "Mike," he said breathlessly, locking eyes with the boy, "faster."

"Yeah?"

"Yeah."

It would be an understatement to say that Mike didn't need much convincing. Still, the increase was gradual, looking for any discomfort from Will has the pace quickened. But there was none to be found. In fact, the opposite was happening as a string of lustful moans came from the Byers boy, his cock now fully erect again. His eyes were closed once more, but not from distress as they had been before. Now that he knew Will was alright, Mike finally allowed himself to get lost in his own pleasure, bringing his hands down to grip Will's sides just above the hips. He used his new found leverage to his advantage, driving in harder and faster, pulling Will's hips towards him with each thrust.

The warmth encircling his cock was incredible, and seemed to be getting hotter with every moment. Come to think of it, it wasn't just inside Will that was warm, but his skin as well. Mike's hands were tingling from the heat being released from where he was gripping his friends hips. And this wasn't just slightly warm, as in - their activity had driven away the chill hanging around the boy. No, he was more than warm. It felt like he was burning up.

In fact, Mike was about to stop and ask Will if he was alright. But one particular thrust seemed to change the sounds coming from Will entirely, rising in pitch and volume. "Oh! God! Miiiiiiiiiike!"

Mike's heart stilled for a moment at the sound, his rhythm briefly stuttering before Will cried out again. "Don't....stop."

It only took Mike a second longer to figure out he must've hit Will's prostate again. He dutifully picked up his pace again, aiming for that same spot as best he could. Now that they were in the midst of it, he was definitely glad they hadn't tried this when anyone else was home. The sounds coming from the boy beneath him were enough to make Mike blush. For someone who was so quiet normally, Will's vocal performance was throwing Mike for a bit of a loop.

"Mike," Will panted, snapping him out of his thoughts. The teen looked down to see Will's eyes staring back at him. "Cl-close."

"Yeah," Mike grunted out. "M-me too."

And he was. The sensation of it all was overwhelming. The heat, the friction, the sounds of their bodies slapping together, and the stream of noise pouring from Will's mouth had Mike feeling on the edge. He moved one hand from Will's hip to grip the boy's weeping cock, and holy shit. It was literally dripping with precum, letting Mike's fist glide effortlessly up and down as he pumped it. Will threw his head back in pure ecstasy as he neglected member was finally given some attention.

But the action must've made Mike's thrusting less precise, because the next thing he knew, his hand was being slapped away as Will replaced it with his own, stroking himself instead. "Mike...please," he whimpered.

Mike nodded and redoubled his effort, watching as Will bucked into his own hand while Mike drove into his prostate over and over. It was scarcely a minute longer until Will's climax hit, and with the way his tunnel was now wildly clenching around Mike's cock, the older boy thought it was a certainty he'd follow his boyfriend over the edge. 

But an odd thing happened just as Will reached his peak. Everything stopped. All of his movements, all of his motions, all of his sounds. They all came to a sudden standstill. The only thing moving was Will's pulsing cock, as it painted his chest and abdomen with rope after rope of white, hot liquid.

As Mike looked down on him, he realized, he had never quite had this vantage point before. Usually when the younger boy was climaxing, Mike's face was buried in Will's nether regions. Sure, he had seen and appreciated the glow and serenity of a post-orgasmic Will. But this Will, frozen in ecstasy, his eyes scrunched shut, but his mouth wide open in a noiseless scream, well, Mike had never seen this particular version before. And it was breathtaking.

A sharp gasp brought Mike out of his thoughts as Will finally unfroze, moving his shaking hand off of his member and taking deep gulps of oxygen as he tried to come down. After a few seconds though, he looked at Mike a little puzzled. "Uh, Mike...did you...did you finish?" he panted out, wiggling his backside around a bit.

Fuck.

"Uh, shit. No, I kinda, um, got distracted."

"Distracted? _Distracted_!?” Will asked incredulously. "You were literally in the middle of having sex with me! What could you have possibly been distracted by?"

"You," Mike said simply. It took a second for Will to understand what he meant, but when it clicked home, the younger boy turned an even deeper shade of pink than he already was.

"Miiiiiiiiiike," he whined dramatically, hiding his face in the crook of an elbow.

"What? I had just...never seen you like that before. It's okay though, don't worry," Mike said as he started to gently pull out. "I'll just, um, finish off myself or something." 

That got Will's attention.

"Mike, no!!" he exclaimed, hooking his ankles together behind Mike's back and pulling him back in. The sudden movement caused a groan from both boys as Mike was fully buried inside of Will once more. Will took a second to catch his breath before panting out, "We're supposed to do it together."

"But you...you already finished. Won't...won't it be too much?"

"I don't care Mike, I'll be fine. Just....just hurry. Please?"

Mike looked down at the boy beneath him, clearly spent and exhausted, but still worried about Mike's needs as well, and his chest began to swell. "Okay Will," he replied, reaching back to unhook Will's ankles. The dark-haired boy gave a slow experimental thrust, in and out, and he could hear Will hold back a gasp.

"It's okay, Will," he said, leaning down over his boyfriend, not caring about the mess getting smeared between their torsos as he planted a quick kiss on Will's lips. "Let it out if you have to."

Will's whimper came out full force the next time Mike's cock slid in. The older boy was now fully spread out on top of Will, his elbows resting on each side of Will's head as he began to pick up speed once again.

"Ooooh. Fuck! Mike. Mike!!!"

With each passing minute, it was becoming more difficult to tell if Will's moaning was coming from overstimulation and discomfort or from pleasure. The one thing Mike did know was - it was loud. Like even louder than before. At one point he even began to contemplate if the neighbors might hear.

A familiar heat began to gather right below Mike's belly button, and the boy knew he was close. Which was probably good, because his overexerted muscles were tiring rapidly. And while Will's vocabulary, aside from the moans, had shrunken down to 'Mike', 'oh', and 'hurry', that was three more words than the older boy currently had at his own disposal. The gift of speech seemed to have left him entirely. In fact, Mike could scarcely remember a time when his mouth had been used for anything other than burning a trail of kisses up Will's neck, or perhaps sucking on his tongue.

It was during a brief respite from both of these activities, Mike's face hovering over the younger boy's as they panted the same air together in and out, that he finally felt himself tip over the edge. The tightness of Will's ass, the closeness of their bodies, Will's spilled seed smeared all over both of their bodies. And the heat! Will felt like he was on fire. Everywhere Mike touched him felt almost uncomfortably hot, with inside Will being the hottest place of all. Mike's dick felt like it was almost melting. And to top it all off, the fact he was having this moment together with his best friend - the most important person in the world to him. It was all too much.

"Shit! Will, I love you!" Mike exclaimed as he gave one hard, final thrust deep into the other boy.

In the following moments, three things then happened so close together, even Mike was unsure of their order. 

The first thing was Will let out a high pitched, almost pterodactyl-like screech, and Mike felt a new pool of warm liquid spreading between their bellies as Will reached climax for a second time. 

The next thing that caught Mike's attention was two small puffs of black smoke that emerged from the boy below him, one from each ear. The ominous looking fog rose up to the ceiling before dissipating entirely, leaving not so much as a trace behind.

However, Mike could focus on neither of those occurrences for too long, because his own orgasm was hitting, and it was all he could do to hold himself up as he shot rope after rope of his release deep inside of Will. He heard the boy gasp at the feeling before letting out a happy sounding sigh of contentment as Mike painted his insides.

The older boy was panting heavily by the time he had finished, and as his eyes refocused, he found himself looking down through sweat drenched bangs into the face of Will Byers, who was grinning happily. Exhaustedly...but happily nonetheless. And as everyone knew, Will's smile was contagious, and Mike couldn't help the grin forming on his own lips as he was about to ask what was so funny. But before he could speak, Will just reached up and brushed some of the hair out of Mike's vision before looking him dead in the eyes.

"I love you too Mikey," he said shyly. But his tone was as firm and self-assured as Mike had ever heard.

Too? Oh. Mike played back the previous minutes in his head and realized what he had shouted just before his release. He also realized that this was the first time they had actually _said_ those words to each other. At least in such a serious manner. Sure, maybe when they were little kids and it didn't mean as much. Or even when they were older and a light, teasing 'love you, man' wasn't impossible to hear between Party members. But...never as boyfriends. Never like _this_.

Mike's inner monologue must've gone on too long, because the smile on Will's face dimmed just slightly as he started trying to backtrack. "Sorry, Mike. It's fine if you...um, didn't mean it. Or just caught up in the moment. You can take it back, I don't mind, just forget I said -"

A gentle kiss on his mouth stopped Will's sentence midstream. "I love you, Will Byers," Mike said firmly when they broke apart. "I really do." And seeing Will's smile return to full brightness was all the proof he needed that he was telling the truth. 

"I really love you too, Mike Wheeler," Will whispered, wrapping his arms around Mike in a tight hug. They just lay there for a moment in one another's embrace before Will spoke. "I don't think I ever want to move again."

"Well...if we don't move soon, I think you may get your wish, because we'll be permanently glued together," Mike said as he experimentally wiggled a bit, feeling Will's cum quickly drying between them. Will felt it too, and outwardly cringed at how messy he must be.

"Okay...maybe we better move after all."

Mike huffed out a small laugh as he rose back up to his knees and slowly and gently pulled out of Will. The boy made a small sound of discomfort, but otherwise lay still. "You alright?"

"Yeah....yeah, I think so." He made a move to rise and get up but Mike put a hand on his shoulder. 

"I got you. Just stay still, you must be drained."

Part of Will looked like he wanted to argue, but the exhausted part won out, so he just nodded and lay still as Mike cleaned him up. "Ugh, there's so much," Will complained as Mike used the wet rag to wipe down his torso.

"Well yeah," Mike grinned, suddenly remembering. "You did cum twice after all. Which...wow."

"Miiiiiike," Will complained half-heartedly.

"What? It was actually pretty hot."

"Shut it, Wheeler," Will mumbled. But there was no bite to his words, as they were already drowsy with sleep. His eyelids slowly slid closed as Mike finished carefully cleaning his body before drying him off with a towel. As the older boy wiped himself down as well, the fatigue was starting to catch up with him too. 

But it was then that he remembered the other thing that just happened. The thing that was decidedly the weirdest occurrence of everything that had just taken place. Now he wasn't there when the Mind Flayer was forced out of Will...but he had vaguely heard in passing what had happened. He hadn't really wanted to pay too close of attention though, due to the story mostly being about how much pain Will was in. But Mike swore he remembered something about black smoke.

He couldn't be sure though, and he definitely didn't want to get Will's hopes up or scare him until he had all the facts. There were only three other people there that night besides Will. Mike _knew_ he couldn't ask Joyce or Jonathan anything even remotely concerning the Mind Flayer without them totally flipping out and smothering Will with worry. Which left only one person.

"Where are you going?" Will murmured sleepily as Mike rose and slipped his underwear on.

"Going to go put these in the wash," Mike said holding up the disheveled linens. "I'll be right back, don't worry."

He folded the top of the sleeping bag over Will making sure he was well-covered before heading upstairs and starting a load of laundry like he said. But before returning to the basement, he had something he needed to do. Something he needed to know. 

He picked up the phone in the hall and punched in the New York number that Nancy had given them when she had left for college. She picked up on the second ring, leaving Mike a bit unprepared. "Uh, hi Nancy."

"Mike? Are you okay? Did you get worse?" she asked, immediately worried. Mike was confused for a second before he remembered the lie he told his mom about not feeling well. Karen, being the concerned mother that she was, had apparently relayed this news to Nancy, just in case.

"Oh, er, no, I'm actually feeling a lot better," Mike said. "The reason I'm calling...well, I want to ask you something, but I need you to promise you're not going to freak out or overreact. And you _really_ have to promise not to tell anyone else."

"Mike, I can't promise something like that without knowing what it's going to -"

"Please Nance! It's super important, and you're the only one I can ask."

There was a prolonged silence on the other end of the phone as Mike stood there and waited. Finally he heard a resigned sigh leave his sister's lips. "Fine Mike. I promise not to tell anyone else, and I promise to _try_ my best to keep calm. That's the best I can do though."

"Good enough," Mike replied before taking a deep breath and beginning.

__________

When he returned to the basement ten minutes later, Mike was immediately hit by one thing - the whole downstairs smelled like them. Like Mike, like Will, like Mike and Will mixed together. And like sex. Now to Mike, it wasn't necessarily an unpleasant smell. But it was strong and heady, and he knew he would need to remedy that before anyone else entered the space.

He strode over to find that Will was already fast asleep, looking peaceful and happy. Mike couldn't help but smile as he sat down on the floor next to him, reaching out to touch his cheek. Still warm. And if what Nancy had told him was any measure, maybe this was it. Maybe Will would _stay_ healed this time. They had a lot to talk about when he woke up. But at this very moment, Mike was having a hard time keeping his own eyes open. He knew he should finish cleaning up and getting dressed, and get Will dressed as well. But on the other hand, his parents wouldn't be back for several hours.

"Small nap won't hurt," he murmured to himself before opening up the sleeping bag to crawl in behind Will. He pulled the sleeping boy so that his back was flush to Mike's chest, the warmth of their combined bodies putting Mike right over the edge into dreamland. Just before he fell asleep, he felt Will wriggle back further into Mike's embrace, letting out a contented sigh before started to snore lightly.

________

"Mike! Mike we're home! Are you down there?"

Mike's mind sluggishly tried to wake itself as he recognized his mom's voice. "Oh good," he thought. "They made it home."

It was only mere seconds later that the weight of that statement hit him. His parents were home - and he was cuddling in the same sleeping bag with his male best friend, with Mike's underwear the only stitch of clothing being worn between the both of them. And if that wasn't enough, he heard footsteps sounding on the basement stairs. His mother was coming down!

Well...this was it. Mike was going to have to face the music. Maybe he could beg his mother for forgiveness, convince her not to tell his father. Who knew? But the one thing he was sure of - he wasn't going to let Will take the brunt of the blame. Mike blindly groped in front of him for his boyfriend, intending to pull him closer, shield him from what was about to come. But instead of Will's warm, naked body being there, Mike's hand felt nothing but empty space. His eyes finally listened to his commands to open, but Will was nowhere to be seen. But there wasn't much time to contemplate much else because -

"Oh there you are, Michael. How are you feeling?" Karen Wheeler asked, appearing at the bottom of the stairs. But before Mike could put together anything resembling an answer, his mother added, "Oh hi Will. Didn't see you there."

The older boy's head whipped around at lightning speed to see Will Byers, fully dressed and looking shower fresh and clean, sitting innocently on the couch behind him. He put down the pencil and looked up from the drawing he had apparently just been working on. "Hello Mrs. Wheeler. Mike called and wasn't feeling well, so I came over to sit with him, just to make sure he was alright. I hope it's okay."

"Aw, you're so sweet. Of course it's okay, you're welcome here at any time, you know that. Mike, you're lucky to have such a good friend, I hope you know that. And why don't you have a shirt on?"

Mike's mind was just getting accustomed to the fact that he wasn't about to be caught in an extremely compromised position and subsequently disowned by his family. So it took him a few seconds to formulate an answer. Carefully sitting up, he was able to determine that he had underwear and shorts on within the confines of the sleeping bag. "I was kind of stuck between feverish and chilled, so this is how I ended up. And yes, we all know Will is the best," he added with an exaggerated eye roll. After all, he had to stay in character.

Will gave a little giggle, but Karen now seemed concerned. "You didn't have a fever this morning. Are you okay now!?"

"Yeah, yeah, I'm fine," Mike was quick to assure her. "That nap really helped. Must've been a passing virus, I feel totally okay now. Well, other than the fact that I'm starving."

"Well I can remedy that - Grandma sent home a ridiculously huge plate of food for you. In fact, there's more than enough for you too Will, if you'd like some."

"I...I'm not sure, I should probably be getting home since it's a school night and -"

"School?" Karen cut in with a laugh. "I take it you boys haven't seen outside for awhile, huh?"

The two boys just looked at each other confused before shaking their heads.

"There's probably already six inches of snow outside," she informed them. "And it's still coming down - hard. We were barely able to make it back home. I'm sure they will be canceling school for tomorrow. And I'm also sure that Joyce would much prefer you stay the night here than risk trying to get home in this weather."

"Oh," Will said, as surprised as Mike was. But he soon broke into a grin. "Well in that case, sure Mrs. Wheeler, I'd be glad to stay and steal some of Mike's leftovers. If it's okay with him."

"Course it is," Mike said, finally rising to his feet. He found his shirt on the floor and pulled it on before sitting next to his friend on the couch.

"Well good, give me a few minutes to settle in and let Joyce know where you are, and I'll go warm it up for you boys. Should be ready in a half hour." She turned to leave, but stopped about two stairs up, sniffing at the air. "What is that I smell?" 

Oh no! Mike forgot to air out the basement! He was fumbling for an explanation when Will chimed in.

"Lavender," he said, pointing at a burning candle on the table. "I borrowed it from upstairs for Mike. My mom always lights one in my room when I'm not feeling well. Says the soothing scent helps me sleep."

"Aww. Mike...I'm serious, you could take some lessons from Will," she said before bustling up the stairs.

As soon as she was gone, Will turned to him with a smirk. "Yeah Mike. Take some lessons."

Mike was too exhausted from his near scare to return any of the snark though. "At this point, I just might do that dude. What the fuck happened?"

"Well, I woke up, and while it was nice just laying there naked with you, I figured it wouldn't be great if your parents walked in on that. So I got up, showered, and finished the laundry. I was going to wake you up when I came back down, but you looked so exhausted, and were sleeping so peacefully. So I just slid some shorts on you and tidied up down here," Will shrugged as he finished his explanation.

Mike just shook his head in disbelief. Without Will, they would've been caught for sure. He made a note to be less careless in the future, but he didn't spend much time berating himself. He had more important things to do. "So, Will, um....how do you feel? I mean, I know you seem better, but is it like....a different better than the other times we fixed you?"

Will's demeanor immediately turned excited. "It is! I think it's really gone this time," he bubbled. "Like before, even after we fixed me, it was like....I felt better, but there was this feeling deep down inside that it wasn't truly gone. Like I wasn't really safe. But now! I haven't felt this happy since...well, probably since that D&D campaign two years ago. The one before I got taken to the Upside Down."

Mike watched his friend's face stiffen for a moment as he recalled the experience. But he shook it off a sent Mike a quizzical look. 

"Hey Mike...what made you ask if I felt different this time?"

The raven-haired teen had been planning to wait until a bit later to tell Will the good news. But, now that he was being confronted, there was no reason to extend it any longer. He told him everything that he had seen happen at their climax, including the black smoke that came out of Will's ears, at which point a horrified look came over the face of the Byers boy.

"Black smoke!? You mean like the Mind Flayer!?" he blurted, cutting into Mike's explanation.

"Uh, yeah, probably. I think so anyways. I called Nancy to double check and -"

"NANCY knows!?" Will interrupted again. And this was not the happy news presentation that Mike had thought it was going to be.

"Um, Will," he said, putting a comforting hand on the boy's knee. "I know this is a lot to take in, but if you give me a chance to explain..."

Will looked wary, but just nodded. "So, yeah, I told Nancy that _something_ was up," Mike explained. "But not any details. When I asked about the night of the exorcism, she got suspicious. But, she agreed not to say anything to Jonathan or your mother. In exchange, if we really didn't solve this thing for good, I promised that I would tell her what was going on. But I don't think we'll have to worry about that Will. I saw it. It just dissipated into the air. It's really gone for good this time."

Instead of the relief Mike was expecting though, Will continued to look petrified. "Oh my god. The Mind Flayer was still inside me all this time!? I could've hurt people again? Oh my god! I could've killed you Mike! Without even knowing it!"

Will dislodged Mike's hand from his leg and tried to back away, trying to put some distance between the two of them. Almost as if he was still scared that he might hurt Mike. But the older boy was having none of it, reaching out to bring Will into a tight hug. "You could never hurt me, Will. I know you wouldn't. Even if the Mind Flayer _was_ in control."

He waited until Will's breathing had steadied a bit before unclenching and backing up - but he still had a hold of Will's hand as he continued. "Now...let me ask you this before you freak out. At any time in any of these episodes, did you ever feel like you weren't in control of your actions? Did you ever once _feel_ the Mind Flayer's presence?"

"...well no, but -"

"That's because he wasn't there Will. Not exactly. Now listen, when I talked to Nancy, she said it was a substantial amount of smoke that came out of you that night. And even more, once it was out of you, it acted like it was still sentient. It flew right out of the door and off into the night, trying to get away. But that's not what happened this time."

"I-it wasn't?"

"No, it was totally different. This time it was just a small amount of smoke. And after it was out of your body, it didn't fly off someplace - it just disappeared. And I have a theory as to why," Mike said, his thumb stroking the back of Will's hand gently. "You see...the gate is closed now. The only way it was able to control you before was -"

"The hive mind," Will broke in, his face lighting up with understanding. "But without the link...without the gate being open..."

"Whatever remnant was left inside you was just acting on its own," Mike finished. "It had nowhere to return to this time, which is why it just evaporated once it was left without a host. My guess is, it wasn't even aware of what it was doing. It just latched onto the pleasure center of your brain, blocking the receptors or something. But every time the pleasure got too much for it to bear....you know, whenever we fixed you...it got driven back into hiding for awhile."

"But it was never enough to get it to leave my body completely. Until tonight," Will said thoughtfully.

"Until tonight," Mike agreed. The two just sat there for a moment, each gathering their thoughts silently. The older boy wondered exactly what it was that had finally driven the monster from Will. Was it simply the culmination of the ultimate physical unity between two people? Maybe....but there was another possibility. Something else that had happened at that moment.

_”Will...I love you!!!"_

For the first time since they'd been dating, Mike had professed his love for Will aloud. So the question in Mike's head was simple: What had ultimately cured Will once and for all? Was it the peak of physical pleasure? The joy of the deepest emotional connection? A combination of both?

He supposed it didn't really matter in the end. The important thing was, they had cured him for good. And if that's all that Mike had gotten out of this, that alone would've been worth it. But he had more now - so much more. He would never say that what Will had had to go through was a _good thing_ , but...it _had_ forced him to admit his true feelings for the boy. And Mike couldn't imagine being any happier than he was in this moment.

The two boys seemed to break out of their respective inner thoughts at the same time, both choosing to look up at one another at that very instant. And slowly but surely, that thing that Mike loved to see the most broke out across Will's face. That genuine Will Byers smile. Mike took it all in, basking in Will's presence before drawing the other boy back into a tight hug. He inhaled deeply, reveling in the clean scent emanating from his boyfriend. Unfortunately, that also alerted him to another fact.

"Ugh, I need a shower of my own," Mike proclaimed, pulling himself away.

"Hmmm, maybe a little," Will agreed, his nose wrinkling slightly. Mike scoffed and gave him a light-hearted push before getting to his feet.

"I'm going to go take a quick one before dinner," he said, heading for the stairs. He got about halfway there before Will called out to him.

"Hey Mike? Um...I know...you said I didn't have to thank you for everything you do for me. But...well, this time is different. It's really gone this time for good...and it's all thanks to you, Mikey. I don't know how I'll ever be able to repay you."

The dark-haired boy thought for a moment before replying. "Just keep being you Byers," Mike smiled. "That's I'll the payment I'll ever need."

**Notes for the Chapter:**

> So, writing realistic first time smut with such young inexperienced characters is actually pretty difficult. Hopefully this lived up to everyone's expectations. I do plan on having a short, fluffy epilogue to end things, but this is the culmination of the story. 
> 
> I'd like to thank everyone for reading and leaving feedback. This story got way more positive reaction than I thought possible. Who knows, I might just be back with another story someday. Thanks again!


	6. Chapter 6

**Notes for the Chapter:**

> Alright, here's the epilogue, enjoy!

Mike's chest was heaving, panting from exertion as he tried to get breath into his lungs. It was always like this for the boy whenever he was physically taxed, even in the slightest. And they had been going at it for almost an hour now. But Mike knew the end was drawing near.

"Sh-shit...Will, here it comes," Mike wheezed. "Look out!"

But there was nothing Mike could do but shout out a warning as the white-colored missile headed right for Will's face. Mike cringed as it hit home, splattering right against Will's forehead before it exploded, dousing the boy's whole face in the pale substance. Will grunted on impact and fell backwards as if he had been punched.

"Oh shit," a voice said over Mike's shoulder. "Are you okay Will?"

"Dustin!!" Mike shrieked, whirling in fury on the curly-headed boy. "You're not supposed to hit in the face! What the fuck!"

Dustin Henderson guiltily dropped the second snowball he had in his hand as he fumbled for an apology that would sooth the enraged Wheeler boy. "I-it was an accident. I'm sorry! We're not all blessed with perfect aim like Will and Lucas are, you know that better than anyone Mike. Is he okay?"

He started forward, apparently with the intent to check on Will, but the murderous look on Mike's face must've changed his mind, because instead he started backing away slowly before turning and breaking into a run. Mike was just about to take off after him when he heard a laugh coming from the ground. "Mike, calm down, I'm fine. It wasn't even that firmly packed," Will said, rising from the snow. It took all the restraint the older boy had to stop himself from helping Will brush the remainder of the snow off of his face.

Of course, he couldn't do anything like that out in the open, in the middle of his own backyard. It sucked not being able to be themselves in public, but that made the private moments they had together even more important. And he was certainly glad that he took advantage of the opportunity they had last night. After Mike's parents had gotten back, the boys shared Mike's leftovers and then retired to Mike's room. A couple of hours of comic book reading, laid out side by side on Mike's bed, brought them to what would normally be their bedtime. 

And they did go to bed, but after their long nap, neither of them were really sleepy. So instead they stayed up, cuddled together in Mike's bed for hours, the lamp on the bedside table giving off a soft glow. It was Will who turned to face Mike, putting aside their normal position with Mike as the big spoon, for something that was decidedly more personal. And it was in that position they stayed, (legs tangled, torsos touching, faces inches apart) as they held whispered conversations about whatever came to mind, or exchanged light, innocent kisses on each other's faces.

But it was the long stretches of time when neither of those things were happening...where they just laid there in silence, staring deep into each other's eyes, committing every feature of the other's face to memory. Even after all they had done earlier in the day, this moment was what felt the most intimate to Mike. The way they could just be comfortably silent in each other's presence. If you had asked him a few days ago if he could imagine this scene, he might've said it was a bit too mushy for his taste - for the kind of relationship they had always shared. But now, it felt right. Now, it felt like everything he'd ever wanted. Now - he didn't want to imagine anything else.

They passed out sometime in the early morning hours, but still managed to wake up early enough to move Will back to his sleeping bag, and avoid another episode of Mike's mom finding his door locked again. After breakfast, Mike received a call from El, who was so excited that Will could hear her voice all the way from the living room. The girl had seen snow before, but not in such a large amount. So she had gotten Hopper to agree to play chauffer and pick up the rest of The Party in his truck and drop them all off at the Wheeler's for some classic snow day high jinks.

Of course, the first activity on the menu was a good old fashioned snowball fight. But after one too many snowballs had made last minute course changes as they approached the telekinetic girl, Mike loudly grumbled about her using her powers. A notion which El vehemently denied before stalking around to the front of the house, proclaiming that snowball fights were silly anyways, and that she was going to make a 'man of snow'. Max laughingly followed, saying that she would help, which had left the boys in their current two on two battle.

It had been fun while it lasted, but Mike was never one for _too_ much running around. Even before Dustin had broken the 'no hitting in the face' rule, Mike had been ready to call a halt and go help the girls with the snowman. But now, even though Will had insisted he was fine, Mike was still upset, his protective instincts kicking into overdrive.

"But Wiiiilll, we can't just let him get away with that," Mike insisted, somewhat whiny. But Will just grinned in response.

"Who said he was getting away with anything?" he asked cheekily, as he bent down and quickly formed a snowball. 

Now by this time, the Henderson boy was more than halfway across the Wheeler's spacious backyard, hightailing it back to the fort wall that he and Lucas had built. But Will never rushed or panicked. Instead he took careful aim, cocked his arm, and then let the snowball fly high into the air. Dustin never saw it coming as the projectile struck home perfectly, right in the back of his head. The boy went down like a sniper had shot him, falling face first and sliding for several feet in the snow before coming to rest. Mike was momentarily worried before he heard Dustin let out a string of curses as he tried to struggle back to his feet. Will and Mike both burst into laughter as they watched Lucas stumble towards him to help him up, his own chortling slowing his efforts.

With the girls preoccupied in the front yard, and Lucas busy trying to help his fallen teammate, Mike took the opportunity to pull Will behind the tool shed in the corner of the yard, where they couldn't be seen. "Hey, are you sure you're okay Will?"

"Of course I'm okay," Will replied, looking up at Mike with what might have been the biggest grin ever. "It was just a snowball, Mike. I'm fine."

Mike felt heat rise to his face as he stared at Will all dressed up in Mike's borrowed winter clothes that were just all a tad too big for him, his cheeks and the tip of his nose all red and rosy from the temperature. Mike was quite sure he had never seen a cuter sight in all his life - it was all he could do to control himself. "A-and you're sure you're not too chilly? If you're cold, we can always go back inside for awhile and -"

Mike's rambling was cut off as Will grabbed the collars of his coat with both hands and pulled him down into a soft, gentle kiss that seemed to sweep away all the older boy's worries.

"I'm not cold, Mikey," Will said as they parted. "Not anymore."

**Notes for the Chapter:**

> Reader: *clears throat awkwardly* Did you just craft a whole chapter so you could stick in that cheesy line at the end?
> 
> Me: "Wh-what!? Of course not! That's absurd! I wouldn't waste my time nor yours with such nonsense.
> 
> Reader:.....
> 
> Me: Fine! If you're going to twist my arm, yes! And I'd do it again too!
> 
> haha, seriously though, I'd had that line in my head ever since like the second chapter, and couldn't shoe horn it in to the last one, so here we are! 
> 
> Anyways, that's a wrap for this story. I really do appreciate you reading. If you're not too busy, please leave a comment below with overall impressions, favorite moments from the story, or just what you liked from this chapter. Less than two months away from Season 3 guys, we're almost there! Thanks again!


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